Common use of Restricted Junior Payments Clause in Contracts

Restricted Junior Payments. Parent and Borrower shall not, and shall not permit any of their respective Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Junior Payment; provided that (i) Borrower and Parent, as the case may be, may make Restricted Junior Payments (x) on the Closing Date, (1) to consummate the Refinancing and the Merger and (2) to pay an advisory fee to JPMorgan Partners in an aggregate amount not to exceed $5,000,000 and (y) on or before November 16, 2002, to consummate the Existing Preferred Stock Purchase, (ii) (x) Borrower may make regularly scheduled payments of interest in respect of any Senior Subordinated Notes in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the Senior Subordinated Note Indenture, as such indenture may be amended from time to time to the extent permitted under subsection 7.12B, (y) Parent may make regularly scheduled payments of interest in kind in respect of any Parent Junior Subordinated Notes in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the Parent Junior Subordinated Note Indenture, as such agreement may be amended from time to time to the extent permitted under subsection 7.12B, and (z) after the fifth anniversary of the Parent Junior Subordinated Notes Issue Date and, so long as no Event of Default or Potential Event of Default shall have occurred and be continuing on the date such Restricted Junior Payment is declared or to be made, nor would an Event of Default or Potential Event of Default result from the making of such Restricted Junior Payment, (1) Parent may make regularly scheduled payments of interest in cash in respect of any Parent Junior Subordinated Notes in accordance with the terms of, and subject to the subordination provisions contained in, the Parent Junior Subordinated Note Indenture, as such agreement may be amended from time to time to the extent permitted under subsection 7.12B and (2) Borrower may make Restricted Junior Payments to Parent in an amount necessary to permit Parent to make Restricted Junior Payments in accordance with the immediately preceding clause (z)(1), so long as Parent applies the amount of any such Restricted Junior Payment for such purpose, (iii) Borrower may make Restricted Junior Payments to Parent (a) in an aggregate amount not to exceed $500,000 in any Fiscal Year, to the extent necessary to permit Parent to pay its overhead expenses and (b) in an amount necessary to permit Parent to discharge the consolidated tax liabilities of Parent and its Subsidiaries paid in cash, in each case so long as Parent applies the amount of any such Restricted Junior Payment for such purpose, (iv) Borrower may make Restricted Junior Payments to pay Additional Costs in accordance with the definition of Additional Costs, and (v) so long as (A) no Event of Default or Potential Event of Default shall have occurred and be continuing on the date such Restricted Junior Payment is declared or to be made, nor would an Event of Default or Potential Event of Default result from the making of such Restricted Junior Payment, (B) after giving effect to the making of such Restricted Junior Payment Borrower shall be in pro forma compliance with each of the covenants contained in subsection 7.6 for the most recent full Fiscal Quarter immediately preceding the date of the payment of such Restricted Junior Payment for which the relevant financial information has been delivered pursuant to clauses (ii) and (iii) of subsection 6.1, and (C) Borrower shall have delivered to Administrative Agent an Officer's Certificate in form and substance satisfactory to Administrative Agent (including a calculation of the compliance with the covenants contained in subsection 7.6) certifying as to the accuracy of the foregoing clauses (A) and (B) above, (1) Borrower may make Restricted Junior Payments to Parent to the extent necessary to permit Parent to purchase, redeem, acquire or otherwise retire for value shares of Capital Stock of Parent held by directors, officers or employees of Parent or Borrower or any of their respective Subsidiaries, or options on any such shares or related stock appreciation rights or similar securities owned by such directors, officers or employees (or their estates of beneficiaries under their estates), in all cases only upon death, disability, retirement, termination of employment or pursuant to the terms of such stock option plan or any other agreement under which such shares of Capital Stock, options, related rights or similar securities were issued, in an aggregate amount not to exceed $2,500,000 in any Fiscal Year; provided that Borrower may carry forward to each succeeding Fiscal Year the aggregate amount of Restricted Payments permitted (but not made) pursuant to this subsection 7.5(v)(1) in prior Fiscal Years, with up to a maximum amount of $7,000,000 over the term of this Agreement and (2) Borrower may make Restricted Junior Payments in an aggregate amount not to exceed $2,000,000 in any Fiscal Year; provided that Borrower may carry forward to each succeeding Fiscal Year the aggregate amount of Restricted Payments permitted (but not made) pursuant to this subsection 7.5(v)(2) in prior Fiscal Years, with up to a maximum amount of $5,000,000 during the term of this Agreement.

Restricted Junior Payments. Neither the Partnership nor any Parent and Borrower shall not, and shall not permit any of their respective Subsidiaries toGuarantor shall, directly or indirectly, declare, order, pay, make or set apart apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted Junior Payment; provided that Payment except that: (ia) Borrower the Partnership and Parent, as the case any other Parent Guarantor may be, may pay or make Restricted Junior Payments (x) on the Closing Date, (1) to consummate the Refinancing and the Merger and (2) to pay an advisory fee to JPMorgan Partners in an aggregate amount not to exceed $5,000,000 and (y) on or before November 16, 2002, to consummate the Existing Preferred Stock Purchase, (ii) (x) Borrower may make regularly scheduled payments of interest in respect of any Senior Subordinated Notes in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the Senior Subordinated Note Indenture, as such indenture may be amended from time to time to the extent permitted under subsection 7.12B, (y) Parent may make regularly scheduled payments of interest in kind in respect of any Parent Junior Subordinated Notes in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the Parent Junior Subordinated Note Indenture, as such agreement may be amended from time to time to the extent permitted under subsection 7.12B, and (z) after the fifth anniversary of the Parent Junior Subordinated Notes Issue Date and, so long as no Event of Default or Potential Event of Default shall have occurred and be continuing on the date such Restricted Junior Payment is declared or to be made, nor would an Event of Default or Potential Event of Default result from the making of such Restricted Junior Payment, (1) Parent may make regularly scheduled payments of interest in cash in respect of any Parent Junior Subordinated Notes in accordance with the terms of, and subject to the subordination provisions contained in, the Parent Junior Subordinated Note Indenture, as such agreement may be amended from time to time to the extent permitted under subsection 7.12B and (2) Borrower may make Restricted Junior Payments to Parent its shareholders) in any period in an amount necessary to permit which would allow Parent to make Restricted Junior Payments not in excess of the greater of (i) the amount required to be distributed (assuming 100% Cash distributions by Parent are required) during such period in order to maintain REIT status of Parent and its REIT Subsidiaries and avoid entity-level taxes and (ii) 90% of the FFO of Parent Guarantors, Borrowers and their Subsidiaries and Joint Ventures (but, in the case of consolidated non-Wholly Owned Subsidiaries and Joint Ventures of Parent Guarantors or Borrowers, only to the extent allocable (based on economic share and not necessarily the percentage ownership) to Parent Guarantors, Borrowers or their Wholly Owned Subsidiaries) for such period; (b) transactions in the ordinary course of business in accordance with the immediately preceding Consolidated Cash Management System of Parent and its Subsidiaries shall be permitted; (c) the Partnership and any other Parent Guarantor may pay or make Restricted Junior Payments to permit Parent or any other Parent Guarantor to (i) pay any tax liabilities, operating expenses and other corporate overhead in the ordinary course of business (including directors fees and expenses, indemnification and similar items, franchise and other similar taxes and fees and expenses of debt or equity offerings (whether successful or not)) and (ii) purchase, redeem, retire or acquire Capital Stock (A) of Parent Guarantors or the Partnership held as of the Original Closing Date by Persons other than Subsidiaries of Parent or issued to any such Person after the Original Closing Date pursuant to Section 6.8(h) and (B) of Parent (x) as contemplated by the Plan upon Parent’s exercise of the New GGP Post-Emergence Public Offering Clawback Election (as defined in the Plan) or (y) held by any present (at the time of such transaction) or former director, officer or employee of Parent or any of its Subsidiaries or Joint Ventures (or the heirs, estate, family members, spouse or former spouse of any of the foregoing) in the case of this clause (z)(1), so long as Parent applies y) in an amount not in excess of $25,000,000 per Fiscal Year; and (d) to the amount of any such extent constituting a Restricted Junior Payment for such purposePayment, the Partnership and Parent Guarantors may make Investments not otherwise prohibited under the Credit Documents; and (iiie) Borrower the Partnership and Parent Guarantors may make Restricted Junior Payments deemed to Parent (a) in an aggregate amount not to exceed $500,000 in any Fiscal Year, to occur upon the extent necessary to permit Parent to pay its overhead expenses non-cash exercise of stock options and (b) in an amount necessary to permit Parent to discharge the consolidated tax liabilities of Parent and its Subsidiaries paid in cash, in each case so long as Parent applies the amount of any such Restricted Junior Payment for such purpose, (iv) Borrower may make Restricted Junior Payments to pay Additional Costs in accordance with the definition of Additional Costswarrants, and (v) so long as (A) no Event of Default or Potential Event of Default shall have occurred and be continuing on the date such Restricted Junior Payment is declared or to be made, nor would an Event of Default or Potential Event of Default result from the making of such Restricted Junior Payment, (B) after giving effect to the making of such Restricted Junior Payment Borrower shall be in pro forma compliance with each of the covenants contained in subsection 7.6 for the most recent full Fiscal Quarter immediately preceding the date of the payment of such Restricted Junior Payment for which the relevant financial information has been delivered pursuant to clauses (ii) and (iii) of subsection 6.1, and (C) Borrower shall have delivered to Administrative Agent an Officer's Certificate taxes in form and substance satisfactory to Administrative Agent (including a calculation of the compliance with the covenants contained in subsection 7.6) certifying as to the accuracy of the foregoing clauses (A) and (B) above, (1) Borrower may make Restricted Junior Payments to Parent to the extent necessary to permit Parent to purchase, redeem, acquire or otherwise retire for value shares of Capital Stock of Parent held by directors, officers or employees of Parent or Borrower or any of their respective Subsidiaries, or options on any such shares or related stock appreciation rights or similar securities owned by such directors, officers or employees (or their estates of beneficiaries under their estates), in all cases only upon death, disability, retirement, termination of employment or pursuant to the terms respect of such stock option plan or any other agreement under which such shares of Capital Stock, options, related rights or warrants and similar securities were issued, in an aggregate amount not to exceed $2,500,000 in any Fiscal Year; provided that Borrower may carry forward to each succeeding Fiscal Year the aggregate amount of Restricted Payments permitted (but not made) pursuant to this subsection 7.5(v)(1) in prior Fiscal Years, with up to a maximum amount of $7,000,000 over the term of this Agreement and (2) Borrower may make Restricted Junior Payments in an aggregate amount not to exceed $2,000,000 in any Fiscal Year; provided that Borrower may carry forward to each succeeding Fiscal Year the aggregate amount of Restricted Payments permitted (but not made) pursuant to this subsection 7.5(v)(2) in prior Fiscal Years, with up to a maximum amount of $5,000,000 during the term of this Agreementitems.

Restricted Junior Payments. Parent and Borrower shall The Loan Parties will not, and shall will not permit any of their respective Subsidiaries Restricted Subsidiary to, directly or indirectly, declaredeclare or make, orderdirectly or indirectly, pay, make or set apart any sum for any Restricted Junior Payment, or incur any obligation (contingent or otherwise) to do so, except: (i) any Subsidiary of Borrower (A) may pay Restricted Junior Payments to Borrower or any wholly owned Subsidiary of Borrower and (B) if such Subsidiary is not a wholly owned Subsidiary of Borrower, may pay Restricted Junior Payments to its shareholders generally so long as Borrower or its Subsidiary which owns the equity interest or interests in the Subsidiary paying such Restricted Junior Payments receives at least its proportionate share thereof (based upon its relative holdings of Equity Interests in the Subsidiary paying such Restricted Junior Payments and taking into account the relative preferences, if any, of the various classes of equity interests in such Subsidiary); (ii) to the extent actually used by Holdings to pay such taxes, costs and expenses, payments by Borrower to or on behalf of Holdings (A) in an amount sufficient to pay franchise taxes and other fees required to maintain the legal existence of Holdings, and (B) in an amount sufficient to pay out-of-pocket legal, accounting and filing costs and other expenses in the nature of overhead in the ordinary course of business of Holding but in any event not to exceed $5.0 million in any Fiscal Year; and (iii) if Borrower is a member of a group (that includes Holdings) filing a consolidated or combined federal, or consolidated combined or unitary state or local tax returns to pay consolidated or combined federal, or consolidated, combined or unitary state or local taxes not payable directly by Borrower or any of its Subsidiaries, which payments by Borrower or its Subsidiaries are not in excess of the tax liabilities that would have been payable by Borrower and its Subsidiaries if Borrower and its relevant Subsidiaries were filing a separate consolidated or combined return, as the case may be; (iv) so long as no Event of Default has occurred and is continuing or would result therefrom, to repurchase outstanding warrants or options from employees, former employees, directors or former directors of any Loan Party or any of its Subsidiaries pursuant to stock option plans or employment agreements in an aggregate amount, when added to the aggregate principal amount of all Indebtedness incurred under Section 6.01(l) during such Fiscal Year, not to exceed $10.0 million in any Fiscal Year; (v) the repurchase of Equity Interests of Holdings, Borrower or any of its Restricted Subsidiaries to the extent deemed to occur upon the exercise of stock options, upon surrender of Equity Interests to pay the exercise price of such options; (vi) to the extent constituting a Restricted Junior Payment, payments to General Electric or its Affiliates pursuant to the Tax Matters Agreement, dated June 21, 2002, among General Electric, GE Investments, Inc. and Global Acquisition Corporation, as in effect on the date of this Agreement; (vii) Borrower or any of its Subsidiaries may make cash payments to repurchase, redeem or otherwise acquire Equity Interests of Holdings or Borrower issued as consideration for any Investment made after the Closing Date to the extent that such Person would have been permitted to make such Investment in cash in an amount equal to such cash payment at the time of such cash payment under the terms of this Agreement; provided that such Investment shall thereafter be deemed to have been made in cash at the time of such cash payment for the purpose of this Agreement; (iviii) the retirement of any shares of Disqualified Stock of Borrower by conversion into, or by exchange for, shares of Disqualified Stock of Borrower, or out of the net cash proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary of Borrower) of other shares of Disqualified Stock of Borrower; provided that the Disqualified Stock of Borrower that replaces the retired shares of Disqualified Stock of Borrower will not require the direct or indirect payment of any liquidation preference earlier in time than the final stated maturity of the retired shares of Disqualified Stock of Borrower; (ix) payments to the Principals or any of their Affiliates permitted by Section 6.07(vii) including payments to Holdings to fund such payments; (x) so long as no Event of Default has occurred and is continuing, and subject to a Net Leverage Ratio less than or equal to 3.25:1 on a Pro Forma Basis, the payment of dividends (A) on Borrower’s common stock (or the payment of dividends to any direct or indirect parent of Borrower to fund the payment by such direct or indirect parent of Borrower of dividends on such entity’s common stock) of up to 6% per annum of the net proceeds received by Borrower from any public offering of common stock of Borrower or any direct or indirect parent of Borrower and Parent(B) to Holdings, the proceeds of which are used solely for the purpose of prepaying principal and accrued interest under Holdings’ 14.2% subordinated notes due October 5, 2017; (xi) (x) the transactions contemplated by the Acquisition Agreement to occur upon consummation of the Specified Acquisition and (y) Restricted Junior Payments to Holdings to pay fees and expenses incurred in connection with the Transaction and the Specified Acquisition (not to exceed $65 million together with payments pursuant to 6.07(x)); (xii) so long as no Default or Event of Default has occurred and is continuing, and subject to compliance with the Financial Covenants on a Pro Forma Basis, other Restricted Junior Payments in an aggregate amount, not to exceed $15 million; (xiii) the payment of any Restricted Junior Payment or the consummation of any irrevocable redemption within 60 days after the date of declaration of the Restricted Junior Payment or giving of the redemption notice, as the case may be, may make if at the date of declaration or notice, the Restricted Junior Payment or redemption payment would have complied with the provisions of this Agreement; (xiv) the making of any Restricted Junior Payments in exchange for, or out of or with the net cash proceeds of the substantially concurrent sale of, Qualified Capital Stock of Borrower (x) on other than Equity Interests issued or sold to a Subsidiary of the Closing Date, Borrower or an employee stock ownership plan or other trust established by the Borrower or any of its Subsidiaries for the benefit of its employees to the extent that the purchase by such plan or trust is financed by Indebtedness of such plan or trust owed to Borrower or any of its Subsidiaries or Indebtedness Guaranteed by the Borrower or any of its Subsidiaries); (1) to consummate the Refinancing and the Merger and (2) to pay an advisory fee to JPMorgan Partners in an aggregate amount not to exceed $5,000,000 and (y) on or before November 16, 2002, to consummate the Existing Preferred Stock Purchase, (ii) (xxv) Borrower may make regularly scheduled payments of interest in respect of any Senior Subordinated Notes in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the Senior Subordinated Note Indenture, as such indenture may be amended from time to time to the extent permitted under subsection 7.12B, (y) Parent may make regularly scheduled payments of interest in kind in respect of any Parent Junior Subordinated Notes in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the Parent Junior Subordinated Note Indenture, as such agreement may be amended from time to time to the extent permitted under subsection 7.12B, and (z) after the fifth anniversary of the Parent Junior Subordinated Notes Issue Date and, so long as no Event of Default or Potential Event of Default shall have occurred and be continuing on the date such a Restricted Junior Payment is declared or distribution to be made, nor would an Event of Default Holdings on or Potential Event of Default result from around the making of such Restricted Junior Payment, (1) Parent may make regularly scheduled payments of interest in cash in respect of any Parent Junior Subordinated Notes in accordance with the terms of, and subject to the subordination provisions contained in, the Parent Junior Subordinated Note Indenture, as such agreement may be amended from time to time to the extent permitted under subsection 7.12B and (2) Borrower may make Restricted Junior Payments to Parent in an amount necessary to permit Parent to make Restricted Junior Payments in accordance with the immediately preceding clause (z)(1), so long as Parent applies the amount of any such Restricted Junior Payment for such purpose, (iii) Borrower may make Restricted Junior Payments to Parent (a) in an aggregate amount not to exceed $500,000 in any Fiscal Year, to the extent necessary to permit Parent to pay its overhead expenses and (b) in an amount necessary to permit Parent to discharge the consolidated tax liabilities of Parent and its Subsidiaries paid in cash, in each case so long as Parent applies the amount of any such Restricted Junior Payment for such purpose, (iv) Borrower may make Restricted Junior Payments to pay Additional Costs in accordance with the definition of Additional Costs, and (v) so long as (A) no Event of Default or Potential Event of Default shall have occurred and be continuing on the date such Restricted Junior Payment is declared or to be made, nor would an Event of Default or Potential Event of Default result from the making of such Restricted Junior Payment, (B) after giving effect to the making of such Restricted Junior Payment Borrower shall be in pro forma compliance with each of the covenants contained in subsection 7.6 Closing Date solely for the most recent full Fiscal Quarter immediately preceding the date purpose of the payment of such Restricted Junior Payment for which the relevant financial information has been delivered pursuant to clauses (ii) prepaying principal and (iii) of subsection 6.1accrued interest under Holdings’ 14.2% subordinated notes due October 5, and (C) Borrower shall have delivered to Administrative Agent an Officer's Certificate in form and substance satisfactory to Administrative Agent (including a calculation of the compliance with the covenants contained in subsection 7.6) certifying as to the accuracy of the foregoing clauses (A) and (B) above, (1) Borrower may make Restricted Junior Payments to Parent to the extent necessary to permit Parent to purchase, redeem, acquire or otherwise retire for value shares of Capital Stock of Parent held by directors, officers or employees of Parent or Borrower or any of their respective Subsidiaries, or options on any such shares or related stock appreciation rights or similar securities owned by such directors, officers or employees (or their estates of beneficiaries under their estates), in all cases only upon death, disability, retirement, termination of employment or pursuant to the terms of such stock option plan or any other agreement under which such shares of Capital Stock, options, related rights or similar securities were issued2017, in an aggregate amount not to exceed $2,500,000 35,000,000; (xvi) refinancings of Indebtedness to the extent permitted by Section 6.01; (xvii) (A) prepayment of intercompany debt owed by any Loan Party or any of its Subsidiaries and (B) conversion of any intercompany debt of any Loan Party or any of its Subsidiaries into equity interests in any Fiscal Yeara Subsidiary to the extent such investment would be permitted under Section 6.04; provided that Borrower may carry forward to each succeeding Fiscal Year that, in the aggregate amount of Restricted Payments permitted (but not made) pursuant to this subsection 7.5(v)(1) in prior Fiscal Years, with up to a maximum amount of $7,000,000 over the term case of this Agreement clause (iii), no prepayment of intercompany debt owed by a Loan Party to any non -Loan Party and no conversion to equity of intercompany debt owed by any non-Loan Party to any Loan Party shall be permitted if an Event of Default has occurred and is continuing or would result therefrom; (2xviii) Borrower may make Restricted Junior Payments described in an aggregate amount not clause (v)(A) of the definition thereof, subject to exceed $2,000,000 and in any Fiscal Year; accordance with all subordination provisions and subordination agreements governing the subordinated debt; (xix) Restricted Junior Payments described in clause (v)(B) of the definition thereof, provided that Borrower may carry forward at the time of such payment no Event of Default has occurred and is continuing; (xx) Permitted Post-Acquisition Restructuring Transactions; and (xxi) Dividends to each succeeding Fiscal Year Holdings used to pay the aggregate amount of Restricted Payments permitted (but not made) pursuant to this subsection 7.5(v)(2) in prior Fiscal Years, with up to a maximum amount of $5,000,000 during Inovis Termination Fee and the term of this AgreementGE Capital Raising Fees.

Restricted Junior Payments. Parent Each Borrower will not and Borrower shall not, and shall will -------------------------- not permit any of their respective its Subsidiaries to, directly or indirectly, indirectly to declare, order, pay, make or set apart any sum for any Restricted Junior Payment; provided that , except that: (iA) Borrower and Parent, as the case may be, Parent may make Restricted Junior Payments (x) on the Closing Date, (1) to consummate the Refinancing and the Merger and (2) to pay an advisory fee to JPMorgan Partners in an aggregate amount not to exceed $5,000,000 and (y) on or before November 16, 2002, to consummate the Existing Preferred Stock Purchase, (ii) (x) Borrower may make regularly non-accelerated scheduled payments of interest in only with respect of any Senior Subordinated Notes in accordance with the terms of, and only to the extent required by, and subject to Indebtedness evidenced by the subordination provisions contained in, the Senior Subordinated Note Indenture, as such indenture may be amended from time to time to the extent permitted under subsection 7.12B, (y) Parent may make regularly scheduled payments of interest in kind in respect of any Parent Junior Subordinated Notes in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the Parent Junior Subordinated Note Indenture, as such agreement may be amended from time to time to the extent permitted under subsection 7.12B, and (z) after the fifth anniversary provided all of the Parent Junior Subordinated Notes Issue Date and, so long as following conditions are satisfied: (i) no Default or Event of Default or Potential Event of Default shall have occurred and be continuing on exists at the date such Restricted Junior Payment is declared or to be made, nor would an Event of Default or Potential Event of Default result from the making of such Restricted Junior Payment, (1) Parent may make regularly scheduled payments of interest in cash in respect time of any Parent Junior Subordinated Notes such payment or would occur as a result thereof; (ii) after giving effect to such payment, the Maximum Revolving Loan Balance exceeds outstanding Revolving Loans by not less than $2,000,000; and (iii) after giving effect to such payment, Borrowers are in accordance compliance on a pro forma basis with the terms of, covenants set forth in subsections 4.4 and subject to the subordination provisions contained in, the Parent Junior Subordinated Note Indenture, as such agreement may be amended from time to time to the extent permitted under subsection 7.12B and 4.5; and (2B) Wholly-owned Subsidiaries of a Borrower may make Restricted Junior Payments to a Borrower or to other wholly-owned Subsidiaries of a Borrower; and (C) Parent may redeem the Stock Options (as defined in an amount necessary to permit Parent to make Restricted Junior Payments Section 4(b)(ii) of the ProTel Purchase Agreement) in accordance with the immediately preceding clause terms of the ProTel Purchase Agreement provided all of the following conditions are satisfied: (z)(1), so long as Parent applies i) no Default or Event of Default exists at the amount time of any such Restricted Junior Payment for such purpose, payment or would occur as a result thereof; (iii) Borrower may make Restricted Junior Payments to Parent (a) in an aggregate amount not to exceed $500,000 in any Fiscal Year, to the extent necessary to permit Parent to pay its overhead expenses and (b) in an amount necessary to permit Parent to discharge the consolidated tax liabilities of Parent and its Subsidiaries paid in cash, in each case so long as Parent applies the amount of any such Restricted Junior Payment for such purpose, (iv) Borrower may make Restricted Junior Payments to pay Additional Costs in accordance with the definition of Additional Costs, and (v) so long as (A) no Event of Default or Potential Event of Default shall have occurred and be continuing on the date such Restricted Junior Payment is declared or to be made, nor would an Event of Default or Potential Event of Default result from the making of such Restricted Junior Payment, (Bii) after giving effect to such payment, the making Maximum Revolving Loan Balance exceeds outstanding Revolving Loans by not less than $2,000,000; (iii) the maximum aggregate amount of all redemptions shall not exceed $2,000,000; (iv) such Restricted Junior Payment Borrower shall be in pro forma compliance with each of redemption is permitted under the covenants contained in subsection 7.6 Subordinated Loan Agreement; and (v) Adjusted Fixed Charge Coverage Ratio computed on a proforma basis for the twelve-month period ending on the most recent full Fiscal Quarter immediately preceding the date of the payment of such Restricted Junior Payment calendar month for which financial statements are available is not less than 1.0. Adjusted Fixed Charge Coverage Ratio shall be calculated in the relevant financial information has been delivered pursuant manner set forth on Schedule 3 to clauses (ii) and (iii) of subsection 6.1, and (C) Borrower shall have delivered to Administrative Agent an Officer's Certificate in form and substance satisfactory to Administrative Agent (including a calculation of the compliance with the covenants contained in subsection 7.6) certifying as to the accuracy of the foregoing clauses (A) and (B) above, (1) Borrower may make Restricted Junior Payments to Parent to the extent necessary to permit Parent to purchase, redeem, acquire or otherwise retire for value shares of Capital Stock of Parent held by directors, officers or employees of Parent or Borrower or any of their respective Subsidiaries, or options on any such shares or related stock appreciation rights or similar securities owned by such directors, officers or employees (or their estates of beneficiaries under their estatesExhibit 4.8(C), in all cases only upon death, disability, retirement, termination of employment or pursuant to the terms of such stock option plan or any other agreement under which such shares of Capital Stock, options, related rights or similar securities were issued, in an aggregate amount not to exceed $2,500,000 in any Fiscal Year; provided that Borrower may carry forward to each succeeding Fiscal Year the aggregate amount of Restricted Payments permitted (but not made) pursuant to this subsection 7.5(v)(1) in prior Fiscal Years, with up to a maximum amount of $7,000,000 over the term of this Agreement and (2) Borrower may make Restricted Junior Payments in an aggregate amount not to exceed $2,000,000 in any Fiscal Year; provided that Borrower may carry forward to each succeeding Fiscal Year the aggregate amount of Restricted Payments permitted (but not made) pursuant to this subsection 7.5(v)(2) in prior Fiscal Years, with up to a maximum amount of $5,000,000 during the term of this Agreement.

Restricted Junior Payments. Parent and Borrower shall not, and shall not permit any of their respective Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for Make any Restricted Junior Payment; provided provided, however, that, so long as it is not in contravention of law, (a) any direct or indirect Subsidiary of Parent may declare and pay dividends or other distributions to its parent; provided, that, no Loan Party may pay dividends to a Person that is not a Loan Party, (b) Parent and its Subsidiaries may repurchase Equity Interests held by employees pursuant to any employee stock ownership plan thereof upon the termination, retirement or death of any such employee in accordance with the provisions of such plan; provided, that, as to any such repurchase, each of the following conditions is satisfied: (i) Borrower as of the date of the payment for such repurchase and Parentafter giving effect thereto, as no Event of Default shall exist or have occurred and be continuing, and (ii) the case may be, aggregate amount of all payments for such repurchases in any calendar year shall not exceed $500,000; (c) [Reserved]; (d) Borrowers may make Restricted Junior Payments to Parent, to the extent necessary to permit Parent (x) on the Closing Date, (1) to consummate the Refinancing and the Merger and (2i) to pay an advisory fee to JPMorgan Partners general administrative costs and expenses, legal and accounting fees and other general corporate and overhead expenses incurred by Parent in an aggregate amount not to exceed $5,000,000 and (y) on or before November 16, 2002, to consummate the Existing Preferred Stock Purchaseordinary course of business, (ii) pay franchise taxes and other taxes or fees required in each case to maintain its corporate existence, (xiii) Borrower pay taxes which are due and payable by Parent as part of a consolidated group or due to ownership of any interests in Subsidiaries that are not treated as corporations for applicable tax purposes, in each case, to the extent such taxes are attributable to the Loan Parties, (iv) pay auditing fees and expenses, (iv) pay directors fees, expenses and indemnities owing to directors of Parent and (v) pay fees and expenses incurred in connection with a public offering; (e) any Subsidiary of Parent may make Restricted Junior Payments to any Loan Party; and (f) any Subsidiary may make regularly scheduled payments of interest in respect of any Senior Subordinated Permitted Seller Notes in accordance with the terms of, and only to the extent required permitted by, and subject to the subordination provisions contained in, agreement between Agent and the Senior Subordinated Note Indenture, as such indenture may be amended from time to time to the extent permitted under subsection 7.12B, (y) Parent may make regularly scheduled payments of interest in kind in respect of any Parent Junior Subordinated Notes in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the Parent Junior Subordinated Note Indenture, as such agreement may be amended from time to time to the extent permitted under subsection 7.12B, and (z) after the fifth anniversary of the Parent Junior Subordinated Notes Issue Date and, so long as no Event of Default or Potential Event of Default shall have occurred and be continuing on the date such Restricted Junior Payment is declared or to be made, nor would an Event of Default or Potential Event of Default result from the making holder of such Restricted Junior Payment, (1) Parent may make regularly scheduled payments of interest in cash in respect of any Parent Junior Subordinated Notes in accordance with the terms of, and subject to the subordination provisions contained in, the Parent Junior Subordinated Note Indenture, as such agreement may be amended from time to time to the extent permitted under subsection 7.12B and (2) Borrower may make Restricted Junior Payments to Parent in an amount necessary to permit Parent to make Restricted Junior Payments in accordance with the immediately preceding clause (z)(1), so long as Parent applies the amount of any such Restricted Junior Payment for such purpose, (iii) Borrower may make Restricted Junior Payments to Parent (a) in an aggregate amount not to exceed $500,000 in any Fiscal Year, to the extent necessary to permit Parent to pay its overhead expenses and (b) in an amount necessary to permit Parent to discharge the consolidated tax liabilities of Parent and its Subsidiaries paid in cash, in each case so long as Parent applies the amount of any such Restricted Junior Payment for such purpose, (iv) Borrower may make Restricted Junior Payments to pay Additional Costs in accordance with the definition of Additional Costs, and (v) so long as (A) no Event of Default or Potential Event of Default shall have occurred and be continuing on the date such Restricted Junior Payment is declared or to be made, nor would an Event of Default or Potential Event of Default result from the making of such Restricted Junior Payment, (B) after giving effect to the making of such Restricted Junior Payment Borrower shall be in pro forma compliance with each of the covenants contained in subsection 7.6 for the most recent full Fiscal Quarter immediately preceding the date of the payment of such Restricted Junior Payment for which the relevant financial information has been delivered pursuant to clauses (ii) and (iii) of subsection 6.1, and (C) Borrower shall have delivered to Administrative Agent an Officer's Certificate in form and substance satisfactory to Administrative Agent (including a calculation of the compliance with the covenants contained in subsection 7.6) certifying as to the accuracy of the foregoing clauses (A) and (B) above, (1) Borrower may make Restricted Junior Payments to Parent to the extent necessary to permit Parent to purchase, redeem, acquire or otherwise retire for value shares of Capital Stock of Parent held by directors, officers or employees of Parent or Borrower or any of their respective Subsidiaries, or options on any such shares or related stock appreciation rights or similar securities owned by such directors, officers or employees (or their estates of beneficiaries under their estates), in all cases only upon death, disability, retirement, termination of employment or pursuant to the terms of such stock option plan or any other agreement under which such shares of Capital Stock, options, related rights or similar securities were issued, in an aggregate amount not to exceed $2,500,000 in any Fiscal Year; provided that Borrower may carry forward to each succeeding Fiscal Year the aggregate amount of Restricted Payments permitted (but not made) pursuant to this subsection 7.5(v)(1) in prior Fiscal Years, with up to a maximum amount of $7,000,000 over the term of this Agreement and (2) Borrower may make Restricted Junior Payments in an aggregate amount not to exceed $2,000,000 in any Fiscal Year; provided that Borrower may carry forward to each succeeding Fiscal Year the aggregate amount of Restricted Payments permitted (but not made) pursuant to this subsection 7.5(v)(2) in prior Fiscal Years, with up to a maximum amount of $5,000,000 during the term of this AgreementPermitted Seller Note.

Restricted Junior Payments. Parent and Borrower shall notSubject to Section 9.16, and shall not permit none of the Company or any of their respective the Domestic Subsidiaries to, directly shall declare or indirectly, declare, order, pay, make or set apart any sum for any Restricted Junior Payment; provided that Payment except: (i) Borrower dividends or other distributions made to the Company or any of the Domestic Subsidiaries by any Subsidiary of the Company; -119- 121 (ii) the purchase or redemption of Capital Stock in connection with a simultaneous sale of an equivalent amount of Capital Stock for the same purchase or redemption price; (iii) purchase of shares of Capital Stock in connection with claims made in bankruptcy proceedings pursuant to the Plan of Reorganization not to exceed $2,000,000 in the aggregate in any Fiscal Year; (iv) payments with respect to employee or director stock options, stock incentive plans or restricted stock plans of the Company; provided, the aggregate amount of such payments do not exceed $2,500,000 in any Fiscal Year or $6,500,000 in the aggregate since November 21, 1994; (v) [Intentionally omitted]; (vi) regularly scheduled payments of interest and Parentprincipal in respect of the Subordinated Notes (to the extent the issuance thereof is permitted pursuant to Section 9.01(xi)) and Indebtedness of the Company or any Domestic Subsidiary that is expressly subordinated in writing to the Obligations and permitted pursuant to Section 9.01(xiii), but only if, in each case, such payment is permitted to be made pursuant to the terms of the Subordinated Note Indenture or such subordinated Indebtedness, as the case may be, may make Restricted Junior Payments be (x) it being understood that no scheduled payments of principal on the Closing Subordinated Notes or such subordinated Indebtedness will be required to be made prior to the seventh anniversary of the Effective Date); (vii) so long as no Default or Event of Default has occurred or would result therefrom, redemptions or repurchases of Common Stock of the Company pursuant to the Stock Repurchase (1it being understood and agreed that, subject to clause (ix) below,any redemption or repurchase pursuant to consummate the Refinancing Stock Repurchase in excess of the amount of the Rolodex Proceeds may only be made after the receipt by the Company of at least $100,000,000 in gross proceeds from the issuance of the Subordinated Notes); provided, however, no distribution of the Rolodex Proceeds pursuant to the Stock Repurchase or otherwise may be made after December 31, 1997; and (viii) in the event the Stock Repurchase is consummated and the Merger and (2) to pay an advisory fee to JPMorgan Partners Company has received at least $100,000,000 in gross proceeds from the issuance of the Subordinated Notes, purchases for no greater than Fair Market Value by the Company of Common Stock or dividends or other distributions in respect of such Common Stock in an aggregate amount not to exceed $5,000,000 and (y) on the excess, if any, of the Maximum Stock Repurchase Amount over the amount of redemptions or before November 16, 2002, to consummate the Existing Preferred Stock Purchase, (ii) (x) Borrower may make regularly scheduled payments of interest in respect of any Senior Subordinated Notes in accordance with the terms of, and only repurchases made pursuant -120- 122 to the extent required by, and subject to the subordination provisions contained in, the Senior Subordinated Note Indenture, as such indenture may be amended from time to time to the extent permitted under subsection 7.12B, Stock Repurchase; provided that (yA) Parent may make regularly scheduled payments of interest in kind in respect of any Parent Junior Subordinated Notes in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the Parent Junior Subordinated Note Indenture, as such agreement may be amended from time to time to the extent permitted under subsection 7.12B, and (z) after the fifth anniversary of the Parent Junior Subordinated Notes Issue Date and, so long as no Event of Default or Potential Event of Default shall have occurred and be continuing on prior to such purchase or after giving effect thereto and (B) no such purchase may be made after the date such Restricted Junior Payment is declared or to be madefirst anniversary of the completion of the Stock Repurchase, nor would an Event of Default or Potential Event of Default result from but if, at the making end of such Restricted Junior Paymentone-year period, the Leverage Ratio of the Company and its Subsidiaries for the most recently ended fiscal quarter for which the Company has delivered a Compliance Certificate to the Administrative Agent is less than 3.5 to 1, the Company may continue to make such purchases so long as (I) it maintains a Leverage Ratio of less than 3.5 to 1 for each subsequent fiscal quarter and (II) in connection with any such purchase, the Company's Leverage Ratio on a pro forma basis after giving effect to any Indebtedness incurred for the purpose of making such purchase is also less than 3.5 to 1; and (ix) Parent may make regularly scheduled payments if within 90 days after the issuance of interest the Subordinated Notes, no portion of the Stock Repurchase in cash in respect excess of any Parent Junior the Rolodex Proceeds has been consummated and the Stock Repurchase has been terminated or withdrawn, then the Subordinated Notes may be rescinded or otherwise prepaid or redeemed in accordance with the terms of, and subject to of the subordination provisions contained in, the Parent Junior Subordinated Note Indenture, as such agreement may be amended from time to time but only to the extent permitted under subsection 7.12B and (2) Borrower may make Restricted Junior Payments to Parent in an amount necessary to permit Parent to make Restricted Junior Payments in accordance with of the immediately preceding clause (z)(1), so long as Parent applies proceeds received by the amount of any such Restricted Junior Payment for such purpose, (iii) Borrower may make Restricted Junior Payments to Parent (a) in an aggregate amount not to exceed $500,000 in any Fiscal Year, to the extent necessary to permit Parent to pay its overhead expenses and (b) in an amount necessary to permit Parent to discharge the consolidated tax liabilities of Parent and its Subsidiaries paid in cash, in each case so long as Parent applies the amount of any such Restricted Junior Payment for such purpose, (iv) Borrower may make Restricted Junior Payments to pay Additional Costs in accordance with the definition of Additional Costs, and (v) so long as (A) no Event of Default or Potential Event of Default shall have occurred and be continuing on the date such Restricted Junior Payment is declared or to be made, nor would an Event of Default or Potential Event of Default result Company from the making of such Restricted Junior Payment, (B) after giving effect to the making of such Restricted Junior Payment Borrower shall be in pro forma compliance with each issuance of the covenants contained Subordinated Notes together with any premium and associated transaction costs incurred in subsection 7.6 for connection therewith (it being understood and agreed that if the most recent full Fiscal Quarter immediately preceding the date of the payment of such Restricted Junior Payment for which the relevant financial information has been delivered pursuant to clauses (ii) and (iii) of subsection 6.1, and (C) Borrower shall have delivered to Administrative Agent an Officer's Certificate in form and substance satisfactory to Administrative Agent (including a calculation of the compliance with the covenants contained in subsection 7.6) certifying as to the accuracy of the foregoing clauses (A) and (B) above, (1) Borrower may make Restricted Junior Payments to Parent to the extent necessary to permit Parent to purchase, redeem, acquire or otherwise retire for value shares of Capital Stock of Parent held by directors, officers or employees of Parent or Borrower or any of their respective Subsidiaries, or options on any such shares or related stock appreciation rights or similar securities owned by such directors, officers or employees (or their estates of beneficiaries under their estates), in all cases only upon death, disability, retirement, termination of employment or pursuant to the terms of such stock option plan or any other agreement under which such shares of Capital Stock, options, related rights or similar securities were issued, in an aggregate amount not to exceed $2,500,000 in any Fiscal Year; provided that Borrower may carry forward to each succeeding Fiscal Year the aggregate amount of Restricted Payments permitted (but not made) Subordinated Notes are repaid pursuant to this subsection 7.5(v)(1clause (ix) then no portion of the Stock Repurchase in prior Fiscal Years, with up to a maximum amount excess of $7,000,000 over the term of this Agreement and (2) Borrower Rolodex Proceeds may make Restricted Junior Payments in an aggregate amount not to exceed $2,000,000 in any Fiscal Year; provided that Borrower may carry forward to each succeeding Fiscal Year the aggregate amount of Restricted Payments permitted (but not made) be made pursuant to this subsection 7.5(v)(2) in prior Fiscal Years, with up to a maximum amount of $5,000,000 during the term of this AgreementSection 9.06(vii)).

Restricted Junior Payments. Parent and Borrower shall not, and shall not permit any of their respective Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for Make any Restricted Junior Payment; provided provided, that (a) any Subsidiary of Parent may declare and pay dividends to a Loan Party (other than Parent), (b) any Subsidiary of Parent may pay dividends to Parent (i) Borrower and Parent, as the case may be, may make Restricted Junior Payments (x) on the Closing Date, (1) to consummate the Refinancing and the Merger and (2) in amounts necessary to pay an advisory fee to JPMorgan Partners customary expenses of the Parent in an aggregate amount not to exceed $5,000,000 the ordinary course of its business as a public holding company (including salaries and (yrelated reasonable and customary expenses incurred by employees of the Parent) on or before November 16, 2002, to consummate the Existing Preferred Stock Purchase, and (ii) (x) Borrower may make regularly scheduled payments of interest in respect of any Senior Subordinated Notes in accordance with the terms of, amounts necessary to pay taxes when due and only to the extent required by, and subject to the subordination provisions contained in, the Senior Subordinated Note Indenture, as such indenture may be amended from time to time to the extent permitted under subsection 7.12Bowing by Parent, (yc) any Subsidiary of Parent may make regularly scheduled payments of interest in kind in respect of any Parent Junior Subordinated Notes in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the Parent Junior Subordinated Note Indenture, as such agreement may be amended from time to time to the extent permitted under subsection 7.12B, and (z) after the fifth anniversary of the Parent Junior Subordinated Notes Issue Date and, so long as no Event of Default or Potential Event of Default shall have occurred and be continuing on the date such Restricted Junior Payment is declared or to be made, nor would an Event of Default or Potential Event of Default result from the making of such Restricted Junior Payment, (1) Parent may make regularly scheduled payments of interest in cash in respect of any Parent Junior Subordinated Notes in accordance with the terms of, and subject to the subordination provisions contained in, the Parent Junior Subordinated Note Indenture, as such agreement may be amended from time to time to the extent permitted under subsection 7.12B and (2) Borrower may make Restricted Junior Payments to Parent its shareholders and employees and management personnel of its shareholders pursuant to the terms of the shareholder agreements or similar agreements between such Subsidiary and such shareholders, including without limitation payments in an amount necessary respect of and pursuant to permit Parent to make Restricted Junior Payments in accordance with the immediately preceding clause (z)(1), so long as Parent applies the amount of any such Restricted Junior Payment for such purposePut Obligations, (iiid) the Parent and the Borrower may make Restricted Junior Payments to Parent (a) in an aggregate amount not to exceed $500,000 in any Fiscal Yearpurchase, to the extent necessary to permit Parent to pay its overhead expenses and (b) in an amount necessary to permit Parent to discharge the consolidated tax liabilities repurchase or redemption of options, stock appreciation rights, restricted stock units and/or restricted stock of Parent and or any of its Subsidiaries paid in cash, in each case so long as Parent applies the amount to satisfy any applicable tax withholding obligations of any such Restricted Junior Payment for such purpose, (iv) Borrower may make Restricted Junior Payments to pay Additional Costs in accordance with the definition of Additional Costs, and (v) so long as (A) no Event of Default or Potential Event of Default shall have occurred and be continuing on the date such Restricted Junior Payment is declared or to be made, nor would an Event of Default or Potential Event of Default result from the making of such Restricted Junior Payment, (B) after giving effect to the making of such Restricted Junior Payment Borrower shall be in pro forma compliance with each of the covenants contained in subsection 7.6 for the most recent full Fiscal Quarter immediately preceding the date of the payment of such Restricted Junior Payment for which the relevant financial information has been delivered pursuant to clauses (ii) and (iii) of subsection 6.1, and (C) Borrower shall have delivered to Administrative Agent an Officer's Certificate in form and substance satisfactory to Administrative Agent (including a calculation of the compliance with the covenants contained in subsection 7.6) certifying as to the accuracy of the foregoing clauses (A) and (B) above, (1) Borrower may make Restricted Junior Payments to Parent to the extent necessary to permit Parent to purchase, redeem, acquire or otherwise retire for value shares of Capital Stock of Parent held by directors, officers or employees of Parent or Borrower or such Subsidiary up to an amount not exceed $1,000,000 in any of their respective Subsidiaries, or options on fiscal year so long as any such shares purchase, repurchase or related redemption is permitted pursuant to the underlying equity incentive plan or restricted stock appreciation rights or similar securities owned by such directorsrestricted stock unit grant, officers or employees (or their estates e) any Loan Party may make payments in respect of beneficiaries under their estates), in all cases only upon death, disability, retirement, termination of employment or Earn-outs made pursuant to the terms of such stock option plan the definitive documentation for any Permitted Acquisition, and (f) so long as (i) no Default or any other agreement under which such shares Event of Capital StockDefault exists or would otherwise arise as a result thereof and (ii) Excess Availability, optionsafter giving effect thereto, related rights or similar securities were issuedexceeds $15,000,000 (or, if a Revolver Increase has been made in accordance with Section 2.2, an aggregate amount not equal to exceed $2,500,000 in any Fiscal Year; provided that Borrower may carry forward to each succeeding Fiscal Year 15,000,000 plus 40% of the aggregate amount of Restricted Payments permitted (but not made) pursuant to this subsection 7.5(v)(1) in prior Fiscal YearsRevolver Increases), with up to a maximum amount of $7,000,000 over the term of this Agreement Parent and (2) Borrower its Subsidiaries may make Restricted Junior Payments in any fiscal year ending on or after December 31, 2009, not otherwise permitted pursuant to clauses (a) through (e) above, up to an aggregate amount not to exceed 50% of Excess Cash Flow for the immediately prior fiscal year (provided, that for the fiscal year ending on December 31, 2009, such amount shall not exceed the lesser of (x) $2,000,000 in any Fiscal Year; provided that Borrower may carry forward to each succeeding Fiscal Year 10,000,000 and (y) 50% of Excess Cash Flow for the aggregate amount of Restricted Payments permitted (but not made) pursuant to this subsection 7.5(v)(2) in prior Fiscal Yearsfiscal year ending on December 31, with up to a maximum amount of $5,000,000 during the term of this Agreement2008).

Restricted Junior Payments. Parent and Borrower No Credit Party shall, nor shall not, and shall not it permit any of their respective its Subsidiaries through any manner or means or through any other Person to, directly or indirectly, declare, order, pay, make or set apart apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted Junior Payment; provided that Payment except: (a) (i) Borrower and Parent, as the case may be, may make Restricted Junior Payments (x) on the Closing Date, (1) to consummate the Refinancing and the Merger and (2) to pay an advisory fee to JPMorgan Partners in an aggregate amount not to exceed $5,000,000 and (y) on or before November 16, 2002, to consummate the Existing Preferred Stock Purchase, (ii) (x) Borrower may make regularly scheduled payments any Subsidiary of interest in respect of any Senior Subordinated Notes in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the Senior Subordinated Note Indenture, as such indenture may be amended from time to time to the extent permitted under subsection 7.12B, (y) Parent may make regularly scheduled payments of interest in kind in respect of any Parent Junior Subordinated Notes in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the Parent Junior Subordinated Note Indenture, as such agreement may be amended from time to time to the extent permitted under subsection 7.12B, and (z) after the fifth anniversary of the Parent Junior Subordinated Notes Issue Date and, so long as no Event of Default or Potential Event of Default shall have occurred and be continuing on the date such Restricted Junior Payment is declared or to be made, nor would an Event of Default or Potential Event of Default result from the making of such Restricted Junior Payment, (1) Parent may make regularly scheduled payments of interest in cash in respect of any Parent Junior Subordinated Notes in accordance with the terms of, and subject to the subordination provisions contained in, the Parent Junior Subordinated Note Indenture, as such agreement may be amended from time to time to the extent permitted under subsection 7.12B and (2) Borrower Company may make Restricted Junior Payments to Parent in an amount necessary Company or any other Subsidiary of Company (subject to permit Parent to make Restricted Junior Payments in accordance with the immediately preceding clause (z)(1terms of the Intercompany Note and Subordination), so long as Parent applies the amount of any such Restricted Junior Payment for such purpose, (iiiii) Borrower each Subsidiary may make Restricted Junior Payments to Parent (a) in an aggregate amount not to exceed $500,000 in any Fiscal Year, to the extent necessary to permit Parent to pay holders of its overhead expenses Capital Stock on a pro rata basis and (biii) in an amount necessary to permit Parent to discharge the consolidated tax liabilities of Parent and its Subsidiaries paid in cash, in each case so long as Parent applies the amount of any such Restricted Junior Payment for such purpose, (iv) Borrower Credit Party may make Restricted Junior Payments to pay Additional Costs any other Credit Party; (b) the Company and each Subsidiary may declare and make dividend payments or other distributions payable solely in accordance with the definition Capital Stock not constituting Disqualified Capital Stock of Additional Costssuch Person; (c) the Company may make payments of regularly scheduled interest on, and of principal aton the scheduled maturity of, the Existing2029 Convertible Exchange Notes (vand any Permitted Refinancing thereof) so long and the New 2028 Convertible Notes (and any Permitted Refinancing thereof) and of regularly scheduled interest and principal on the 2029 Convertible Senior Notes (and any Permitted Refinancing thereof); (d) the Company may pay the Revenue Interests, Additional Amounts (each as (A) no Event of Default or Potential Event of Default shall have occurred and be continuing defined in the Healthcare Royalty Partners Facility as in effect on the date such Restricted Junior Payment is declared or to be madehereof) and any indemnity obligations owing thereunder, nor would an Event of Default or Potential Event of Default result from the making of such Restricted Junior Paymentin each case, (B) after giving effect pursuant to the making of such Restricted Junior Payment Borrower shall be in pro forma compliance with each terms of the covenants contained Healthcare Royalty Partners Facility as in subsection 7.6 for the most recent full Fiscal Quarter immediately preceding effect on the date of hereof; (e) the payment of such Restricted Junior Payment for which the relevant financial information has been delivered pursuant to clauses (ii) and (iii) of subsection 6.1, and (C) Borrower shall have delivered to Administrative Agent an Officer's Certificate in form and substance satisfactory to Administrative Agent (including a calculation of the compliance with the covenants contained in subsection 7.6) certifying as to the accuracy of the foregoing clauses (A) and (B) above, (1) Borrower may make Restricted Junior Payments to Parent to the extent necessary to permit Parent to purchase, redeem, acquire repurchase or otherwise retire for value shares redemption of Capital Stock of Parent the Company held by directorsofficers, officers or employees of Parent or Borrower or any of their respective Subsidiaries, or options on any such shares or related stock appreciation rights or similar securities owned by such directors, officers directors or employees (or their transferees, estates of or beneficiaries under their estates)) of a Credit Party or any of its Subsidiaries, in all cases only upon their death, disability, retirement, severance or termination of employment or service; (f) the Company may make any Restricted Junior Payment in exchange for, or out of the net cash proceeds of a contribution to the common equity of the Company or a substantially concurrent sale (other than to a Subsidiary of the Company) of, Capital Stock (other than Disqualified Capital Stock) of the Company; (g) the repurchase of Capital Stock (i) deemed to occur upon the exercise of options, warrants or other convertible securities to the extent that such Capital Stock represent all or a portion of the exercise price thereof or (ii) deemed to occur upon the withholding of a portion of Capital Stock granted or awarded to any current or former officer, director, manager, employee or consultant (or permitted transferees, assigns, estates, trusts or heirs of any of the foregoing) to pay for taxes payable by such Person in connection with such grant or award (or the vesting thereof); (h) payments or distributions to dissenting stockholders pursuant to Requirements of Law in connection with any merger, amalgamation or consolidation with, or other acquisition of, another Person; (i) to the extent constituting Restricted Junior Payments, the payment of contingent liabilities in respect of any adjustment of purchase price, earn outs, deferred compensation and similar obligations of the Company and its Subsidiaries in respect of Investments permitted under Section 6.7; (j) the Company may make payments pursuant to the terms of the Related Agreements; (k) the Company may refinance Indebtedness with proceeds of Permitted Refinancing Indebtedness permitted to be incurred under Section 6.1; (l) any Credit Party may make payments in respect of any earn out obligations or seller financing indebtedness in accordance with any applicable Subordination Agreement; provided that, at the time of such stock option plan Restricted Junior Payment and after giving effect thereto, (i) no Default or Event of Default shall exist or would result therefrom and (ii) after giving effect to such Restricted Junior Payment, on a pro forma basis, the Credit Parties are in compliance with the covenant set forth in Section 6.8 hereof; (m) the Company may redeem and repay the Existing Convertible Notes prior to their scheduled maturity solely with, and to the extent permitted by, the prior Direction of the Requisite Lenders[reserved ]; (n) payments made or expected to be made in respect of withholding or similar Taxes payable by any other agreement under which such shares future, present or former employee, director, manager or consultant and any repurchases of Capital Stock, options, related rights or similar securities were issued, Stock in an aggregate amount not to exceed $2,500,000 consideration of such payments including deemed repurchases in any Fiscal Yearconnection with the exercise of stock options and the vesting of restricted stock and restricted stock units; provided that Borrower may carry forward to each succeeding Fiscal Year the aggregate amount of Restricted Payments permitted and (but not madeo) pursuant to this subsection 7.5(v)(1) in prior Fiscal Years, with up to a maximum amount of $7,000,000 over the term of this Agreement and (2) Borrower may make other Restricted Junior Payments in an aggregate amount not to exceed $2,000,000 in any Fiscal Year; provided that Borrower may carry forward to each succeeding Fiscal Year the aggregate amount of Restricted Payments permitted (but not made) pursuant to this subsection 7.5(v)(2) in prior Fiscal Years, with up to a maximum amount of $5,000,000 1,000,000 during the term of this Agreement; provided that this clause (o) may not be used to make Restricted Junior Payments with respect to on the Existing2029 Convertible Notes (and any Permitted Refinancing thereof), the 2029New 2028 Convertible SeniorExchange Notes (and any Permitted Refinancing thereof), or the Healthcare Royalty Partners Facility (and any Permitted Refinancing thereof).; and (p) to the extent constituting Restricted Junior Payments, any First Amendment Transaction.

Restricted Junior Payments. Parent and The Borrower shall not, and shall not permit any of their respective Subsidiaries other Loan Party to, directly declare or indirectly, declare, order, pay, make or set apart any sum for any Restricted Junior Payment; provided that , except: (i) Borrower and Parentpayment of management fees, as the case may beinvestment fees, may make Restricted Junior Payments (x) on the Closing Dateprofessional services fees, (1) expense reimbursements or other amounts to consummate the Refinancing and the Merger and (2) a Non-Controlled Affiliate required to pay an advisory fee be paid pursuant to JPMorgan Partners a services agreement in an aggregate amount not to exceed $5,000,000 and (y) 25,000 for any fiscal quarter, PROVIDED that no such management fees, investment fees, professional services fees, expense reimbursements or other amounts shall be paid to a Non-Controlled Affiliate on or before November 16December 31, 2002, to consummate the Existing Preferred Stock Purchase, 1996; (ii) annual mandatory payments of interest, if any, due on the Permitted Subordinated Indebtedness (xas permitted under SECTION 6.3(A)(III)) Borrower may make regularly scheduled (other than Acquisition Subordinated Debt) unless such payments are prohibited by the terms of such Indebtedness or the subordination agreement or intercreditor agreement related thereto; (iii) annual mandatory Contingent Purchase Price Payments in an amount not to exceed the amount which would be payable under the applicable Acquisition Documents entered into at the time of the applicable Acquisition, without taking into account any amendment, modification, supplement or restatement of any such agreement or the adjustment of any such amount pursuant to the terms of any such Acquisition Document resulting from a change of facts and circumstances after the Closing Date (as it relates to the Omaha Acquisition) or Acquisition Closing Date with respect thereto (unless the Agent and the Lenders shall have consented to the terms thereof) the effect of which is to increase the amount or accelerate the time of payment of any such Contingent Purchase Price Payment; (iv) Restricted Junior Payments from any Loan Party to the Borrower; and (v) annual mandatory payments of interest in respect of any Senior and principal, if any, due on Acquisition Subordinated Notes in accordance with Debt unless such payments are prohibited by the terms of, and only to the extent required by, and subject to of such Indebtedness or the subordination provisions contained inagreement or intercreditor agreement related thereto; PROVIDED, HOWEVER, that (a) the Senior Subordinated Note Indenture, as such indenture may be amended from time to time to the extent permitted under subsection 7.12BRestricted Junior Payments described in CLAUSES (I), (y) Parent may make regularly scheduled payments of interest in kind in respect of any Parent Junior Subordinated Notes in accordance with the terms ofII), and only to the extent required by, and subject to the subordination provisions contained in, the Parent Junior Subordinated Note Indenture, as such agreement may be amended from time to time to the extent permitted under subsection 7.12B(III), and (zV) after the fifth anniversary of the Parent Junior Subordinated Notes Issue Date and, so long as no Event of above shall not be permitted if either a Default or Potential Event of an Unmatured Default shall have occurred and be continuing on the date such Restricted Junior Payment is declared or to be made, nor would an Event of Default or Potential Event of Default result from the making of such Restricted Junior Payment, (1) Parent may make regularly scheduled payments of interest in cash in respect of any Parent Junior Subordinated Notes in accordance with the terms of, and subject to the subordination provisions contained in, the Parent Junior Subordinated Note Indenture, as such agreement may be amended from time to time to the extent permitted under subsection 7.12B and (2) Borrower may make Restricted Junior Payments to Parent in an amount necessary to permit Parent to make Restricted Junior Payments in accordance with the immediately preceding clause (z)(1), so long as Parent applies the amount of any such Restricted Junior Payment for such purpose, (iii) Borrower may make Restricted Junior Payments to Parent (a) in an aggregate amount not to exceed $500,000 in any Fiscal Year, to the extent necessary to permit Parent to pay its overhead expenses and (b) in an amount necessary to permit Parent to discharge the consolidated tax liabilities of Parent and its Subsidiaries paid in cash, in each case so long as Parent applies the amount of any such Restricted Junior Payment for such purpose, (iv) Borrower may make Restricted Junior Payments to pay Additional Costs in accordance with the definition of Additional Costs, and (v) so long as (A) no Event of Default or Potential Event of Default shall have occurred and be continuing on the date such Restricted Junior Payment is declared or to be made, nor would an Event of Default or Potential Event of Default result from the making of such Restricted Junior Payment, (B) after giving effect to the making of such Restricted Junior Payment Borrower shall be in pro forma compliance with each of the covenants contained in subsection 7.6 for the most recent full Fiscal Quarter immediately preceding at the date of the payment of such Restricted Junior Payment for which the relevant financial information has been delivered pursuant to clauses (ii) and (iii) of subsection 6.1, and (C) Borrower shall have delivered to Administrative Agent an Officer's Certificate in form and substance satisfactory to Administrative Agent (including a calculation of the compliance with the covenants contained in subsection 7.6) certifying as to the accuracy of the foregoing clauses (A) and (B) above, (1) Borrower may make Restricted Junior Payments to Parent to the extent necessary to permit Parent to purchase, redeem, acquire thereof or otherwise retire for value shares of Capital Stock of Parent held by directors, officers or employees of Parent or Borrower or any of their respective Subsidiaries, or options on any such shares or related stock appreciation rights or similar securities owned by such directors, officers or employees (or their estates of beneficiaries under their estates), in all cases only upon death, disability, retirement, termination of employment or pursuant to the terms of such stock option plan or any other agreement under which such shares of Capital Stock, options, related rights or similar securities were issued, in an aggregate amount not to exceed $2,500,000 in any Fiscal Year; provided that Borrower may carry forward to each succeeding Fiscal Year the aggregate amount of Restricted Payments permitted (but not made) pursuant to this subsection 7.5(v)(1) in prior Fiscal Years, with up to a maximum amount of $7,000,000 over the term of this Agreement and (2) Borrower may make Restricted Junior Payments in an aggregate amount not to exceed $2,000,000 in any Fiscal Year; provided that Borrower may carry forward to each succeeding Fiscal Year the aggregate amount of Restricted Payments permitted (but not made) pursuant to this subsection 7.5(v)(2) in prior Fiscal Years, with up to a maximum amount of $5,000,000 during the term of this Agreementwould result therefrom.

Restricted Junior Payments. Parent and Neither the Borrower shall not, and shall not permit nor any of their respective Subsidiaries toRestricted Subsidiary will declare or pay or make, directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Junior Payment, or incur any obligation (contingent or otherwise) to do so, except that: (a) the Borrower and any Restricted Subsidiary may declare and pay dividends or other distributions with respect to its Equity Interests payable solely in additional Equity Interests in such Person permitted hereunder; (b) any Restricted Subsidiary may declare and pay dividends or make other distributions with respect to its capital stock, partnership or membership interests or other similar Equity Interests, and declare and make other Restricted Junior Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests (or, if not ratably, on a basis more favorable to the Borrower and the Restricted Subsidiaries); (c) the Borrower may pay dividends with respect to its common stock within 60 days after the declaration of such dividend; provided that at the date of such declaration, such payment would have complied with this Section 6.4 (iit being understood that any dividends paid pursuant to this clause (c) shall be deemed for purposes of determining availability under the applicable clause under this Section 6.4, to have been paid under such clause); (d) the Borrower and Parentmay make payments in respect of, as or repurchases of its Equity Interests deemed to occur upon the case “cashless exercise” of, stock options, stock purchase rights, stock exchange rights or other equity-based awards if such payment or repurchase represents a portion of the exercise price of such options, rights or awards or withholding taxes, payroll taxes or other similar taxes due upon such exercise, purchase or exchange; (e) the Borrower may bemake cash payments in lieu of the issuance of fractional shares representing Equity Interests in the Borrower in connection with the exercise of warrants, options or other Securities convertible into or exchangeable for common stock in the Borrower; (f) the Borrower may make Restricted Junior Payments in respect of its Equity Interests pursuant to and in accordance with stock option plans or other benefit plans or agreements for directors, officers or employees of the Borrower and its Subsidiaries; provided that the amount of any such Restricted Junior Payments, together with the aggregate amount of all other Restricted Junior Payments made in reliance on this clause (f) during the same Fiscal Year, shall not exceed the sum of (i) the greater of (x) on the Closing Date, (1) to consummate the Refinancing and the Merger and (2) to pay an advisory fee to JPMorgan Partners in an aggregate amount not to exceed $5,000,000 20,000,000 and (y) on or before November 161.0% of Consolidated Total Assets as of the last day of the then most recently ended Test Period, 2002, to consummate the Existing Preferred Stock Purchase, plus (ii) (x) Borrower may make regularly scheduled payments any unutilized portion of interest such amount in respect of any Senior Subordinated Notes in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the Senior Subordinated Note Indenture, as such indenture may be amended from time to time to the extent permitted under subsection 7.12B, (y) Parent may make regularly scheduled payments of interest in kind in respect of any Parent Junior Subordinated Notes in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the Parent Junior Subordinated Note Indenture, as such agreement may be amended from time to time to the extent permitted under subsection 7.12B, and (z) preceding Fiscal Year ended after the fifth anniversary of the Parent Junior Subordinated Notes Issue Date and, Closing Date; (g) so long as no Event of Default or Potential Event of Default shall have occurred and be continuing on continuing, the date such Borrower may repurchase common stock in the Borrower, provided that the aggregate amount of Restricted Junior Payment Payments made in reliance on this clause (g) shall not exceed the quotient obtained by dividing (i) the aggregate principal amount, without duplication, of all prepayments of the Tranche B Term Loans (other than any prepayments pursuant to Section 2.13 or in connection with any refinancing of any Tranche B Term Loans (including on account of incurrence of any Permitted Credit Agreement Refinancing Indebtedness)) by (ii) three (such repurchases, “Permitted Stock Repurchases”); (h) to the extent constituting Restricted Junior Payments of the type referred to in clause (a) or (b) of the definition of such term, the Borrower and the Restricted Subsidiaries may consummate the transactions permitted by Section 6.6 (other than in reliance on Section 6.6(q)) and Section 6.8 (other than in reliance on Section 6.8(b)(i)(D)) (it being understood that this clause (g) may be relied on to consummate any transaction that is declared or technically subject to this Section 6.4 but is intended to be maderestricted primarily by any such other Section, nor would an Event of Default or Potential Event of Default result from but may not be relied on to consummate any transaction that is intended to be restricted primarily by this Section 6.4); (i) the making of such Borrower and the Restricted Junior Payment, (1) Parent Subsidiaries may make regularly scheduled interest and principal payments of interest in cash as and when due in respect of any Parent Junior Subordinated Notes in accordance Indebtedness (including any “AHYDO catch-up payment” with respect to, and required by the terms of, and subject to any indebtedness of the Borrower or any Restricted Subsidiary), other than payments in respect of Subordinated Indebtedness prohibited by the subordination provisions contained in, thereof; (j) the Parent Borrower and the Restricted Subsidiaries may refinance Junior Subordinated Note Indenture, as such agreement may be amended from time to time Indebtedness with the proceeds of other Indebtedness to the extent permitted under subsection 7.12B Section 6.1; (k) the Borrower and (2) Borrower the Restricted Subsidiaries may make Restricted payments of or in respect of Junior Payments to Parent Indebtedness made solely with Equity Interests in an amount necessary to permit Parent to make Restricted Junior Payments in accordance with the immediately preceding clause Borrower (z)(1other than Disqualified Equity Interests), so long as Parent applies the amount of any such Restricted Junior Payment for such purpose, ; (iii) Borrower may make Restricted Junior Payments to Parent (a) in an aggregate amount not to exceed $500,000 in any Fiscal Year, to the extent necessary to permit Parent to pay its overhead expenses and (b) in an amount necessary to permit Parent to discharge the consolidated tax liabilities of Parent and its Subsidiaries paid in cash, in each case so long as Parent applies the amount of any such Restricted Junior Payment for such purpose, (iv) Borrower may make Restricted Junior Payments to pay Additional Costs in accordance with the definition of Additional Costs, and (vl) so long as (A) no Event of Default or Potential Event of Default shall have occurred and be continuing on the date such Restricted Junior Payment is declared or to be made, nor would an Event of Default or Potential Event of Default result from the making of such Restricted Junior Paymentcontinuing, (Bi) after giving effect to the making of such Restricted Junior Payment Borrower shall be in pro forma compliance with each of the covenants contained in subsection 7.6 for the most recent full Fiscal Quarter immediately preceding the date of the payment of such Restricted Junior Payment for which the relevant financial information has been delivered pursuant to clauses (ii) and (iii) of subsection 6.1, and (C) Borrower shall have delivered to Administrative Agent an Officer's Certificate in form and substance satisfactory to Administrative Agent (including a calculation of the compliance with the covenants contained in subsection 7.6) certifying as to the accuracy of the foregoing clauses (A) and (B) above, (1) Borrower may make Restricted Junior Payments to Parent to the extent necessary to permit Parent to purchase, redeem, acquire declare and pay dividends or otherwise retire for value shares of Capital Stock of Parent held by directors, officers or employees of Parent or Borrower or any of their respective Subsidiaries, or options on any such shares or related stock appreciation rights or similar securities owned by such directors, officers or employees (or their estates of beneficiaries under their estates), in all cases only upon death, disability, retirement, termination of employment or pursuant to the terms of such stock option plan or any other agreement under which such shares of Capital Stock, options, related rights or similar securities were issued, in an aggregate amount not to exceed $2,500,000 in any Fiscal Year; provided that Borrower may carry forward to each succeeding Fiscal Year the aggregate amount of Restricted Payments permitted (but not made) pursuant to this subsection 7.5(v)(1) in prior Fiscal Years, distributions with up to a maximum amount of $7,000,000 over the term of this Agreement and (2) Borrower may make Restricted Junior Payments in an aggregate amount not to exceed $2,000,000 in any Fiscal Year; provided that Borrower may carry forward to each succeeding Fiscal Year the aggregate amount of Restricted Payments permitted (but not made) pursuant to this subsection 7.5(v)(2) in prior Fiscal Years, with up to a maximum amount of $5,000,000 during the term of this Agreement.respect to

Restricted Junior Payments. Parent and Borrower shall The Loan Parties will not, and shall will not permit any of their respective Restricted Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Junior Payment; provided that (i) Borrower and Parent, as the case may be, may make Restricted Junior Payments (x) on the Closing Datethat, (1A) to consummate the Refinancing and the Merger and any Loan Party or Restricted Subsidiary may make, declare or pay lawful cash dividends or distributions to, or redeem capital stock held by, any Loan Party,; (2B) to any Restricted Subsidiary may make, declare or pay an advisory fee to JPMorgan Partners in an aggregate amount not to exceed $5,000,000 and lawful, pro rata cash dividends or distributions,; (y) on or before November 16, 2002, to consummate the Existing Preferred Stock Purchase, (ii) (xC) Borrower may make regularly scheduled payments of interest in respect of any Senior Subordinated Notes in accordance with the terms ofmake, and only to the extent required bydeclare or pay lawful other cash dividends or distributions or redeem capital stock, and subject to the subordination provisions contained in, the Senior Subordinated Note Indenture, as such indenture may be amended from time to time to the extent permitted under subsection 7.12B, (y) Parent may make regularly scheduled payments of interest in kind in respect of any Parent Junior Subordinated Notes in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the Parent Junior Subordinated Note Indenture, as such agreement may be amended from time to time to the extent permitted under subsection 7.12B, and (z) after the fifth anniversary of the Parent Junior Subordinated Notes Issue Date andprovided that, so long as no Event of Default exists immediately before or Potential will result immediately after giving effect to such Restricted Junior Payment, Borrower or any of its Restricted Subsidiaries may redeem, repurchase, retire, or otherwise acquire for value it capital stock in connection with (I) the termination of an employee or pursuant to any Board approved plan, and (II) the exercise of options to purchase the Borrower’s capital stock or the vesting of other equity awards if such shares of capital stock represent a portion of the exercise price of such options or taxes payable in connection with the vesting of such awards, provided that the aggregate amount of redemptions, repurchases, retirements or acquisitions under this clause (C) made during any fiscal year shall not exceed $5,000,000; and (D) the Borrower may declare, order, pay, make or set apart any sum for any Restricted Junior Payment so long as (i) no Event of Default exists immediately before or will result immediately after giving such effect to such dividend, distribution or redemptionRestricted Junior Payment, (ii) Borrower shall have occurred be in compliance on a Pro formaForma Basis immediately after giving effect to such dividend, distribution or redemptionRestricted Junior Payment with Subsection 4.1, and be continuing on the date (iii) theif such Restricted Junior Payment is declared made on or after the Toggle Date, (I) the sum of (1) the aggregate amount of such dividend, distribution or redemption shall not exceed the result of (x) $125,000,000 minus (y) the sum of (I)Restricted Junior Payment, plus (2) any prior dividends, distributions or redemptions actually made or paid, or still required to be mademade or paid, nor would an on or after the Fourth Amendment and RestatementToggle Date pursuant to this clause (CD), plus (II) the aggregate amount of all Investments in Unrestricted Subsidiaries at such time in excess of $275,000,000, and (D) so long as no Default under Subsections 6.1(A) or (F) or any Event of Default exists immediately before or Potential Event will result immediately after giving effect to such distribution, Borrower or any of Default result its Restricted Subsidiaries may redeem or repurchase capital stock in connection with the termination of an employee or pursuant to any Board approved plan, in an aggregate amount during each fiscal year not to exceed $1,000,000.3) Investments and/or designations made on or after the Toggle Date pursuant to Subsection 3.3(N), does not exceed (II) the sum of (1) $200,000,000 plus (2) 12.5% of the EBITDA of the Borrower and the Restricted Subsidiaries on a consolidated basis (and excluding any Unrestricted Subsidiaries) from the making beginning of the first full fiscal quarter following the Amendment Effective Date to the date of declaration of such Restricted Junior Payment, (1) Parent may make regularly scheduled payments of interest in cash in respect of any Parent Junior Subordinated Notes in accordance with the terms of, and subject to the subordination provisions contained in, the Parent Junior Subordinated Note Indenture, as such agreement may be amended from time to time to the extent permitted under subsection 7.12B and (2) Borrower may make Restricted Junior Payments to Parent in an amount necessary to permit Parent to make Restricted Junior Payments in accordance with the immediately preceding clause (z)(1), so long as Parent applies the amount of any such Restricted Junior Payment for such purpose, (iii) Borrower may make Restricted Junior Payments to Parent (a) in an aggregate amount not to exceed $500,000 in any Fiscal Year, to the extent necessary to permit Parent to pay its overhead expenses and (b) in an amount necessary to permit Parent to discharge the consolidated tax liabilities of Parent and its Subsidiaries paid in cash, in each case so long as Parent applies the amount of any such Restricted Junior Payment for such purpose, (iv) Borrower may make Restricted Junior Payments to pay Additional Costs in accordance with the definition of Additional Costs, and (v) so long as (A) no Event of Default or Potential Event of Default shall have occurred and be continuing on the date such Restricted Junior Payment is declared or to be made, nor would an Event of Default or Potential Event of Default result from the making of such Restricted Junior Payment, (B) after giving effect to the making of such Restricted Junior Payment Borrower shall be in pro forma compliance with each of the covenants contained in subsection 7.6 for the most recent full Fiscal Quarter immediately preceding the date of the payment of such Restricted Junior Payment for which the relevant financial information has been delivered pursuant to clauses (ii) and (iii) of subsection 6.1, and (C) Borrower shall have delivered to Administrative Agent an Officer's Certificate in form and substance satisfactory to Administrative Agent (including a calculation of the compliance with the covenants contained in subsection 7.6) certifying as to the accuracy of the foregoing clauses (A) and (B) above, (1) Borrower may make Restricted Junior Payments to Parent to the extent necessary to permit Parent to purchase, redeem, acquire or otherwise retire for value shares of Capital Stock of Parent held by directors, officers or employees of Parent or Borrower or any of their respective Subsidiaries, or options on any such shares or related stock appreciation rights or similar securities owned by such directors, officers or employees (or their estates of beneficiaries under their estates), in all cases only upon death, disability, retirement, termination of employment or pursuant to the terms of such stock option plan or any other agreement under which such shares of Capital Stock, options, related rights or similar securities were issued, in an aggregate amount not to exceed $2,500,000 in any Fiscal Year; provided that Borrower may carry forward to each succeeding Fiscal Year the aggregate amount of Restricted Payments permitted (but not made) pursuant to this subsection 7.5(v)(1) in prior Fiscal Years, with up to a maximum amount of $7,000,000 over the term of this Agreement and (2) Borrower may make Restricted Junior Payments in an aggregate amount not to exceed $2,000,000 in any Fiscal Year; provided that Borrower may carry forward to each succeeding Fiscal Year the aggregate amount of Restricted Payments permitted (but not made) pursuant to this subsection 7.5(v)(2) in prior Fiscal Years, with up to a maximum amount of $5,000,000 during the term of this Agreement.

Restricted Junior Payments. Parent and Borrower shall not, and shall not permit any of their respective Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for Make any Restricted Junior Payment; provided that (i) Borrower and Parentprovided, as the case may behowever, may make Restricted Junior Payments (x) on the Closing Date, (1) to consummate the Refinancing and the Merger and (2) to pay an advisory fee to JPMorgan Partners in an aggregate amount not to exceed $5,000,000 and (y) on or before November 16, 2002, to consummate the Existing Preferred Stock Purchase, (ii) (x) Borrower may make regularly scheduled payments of interest in respect of any Senior Subordinated Notes in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the Senior Subordinated Note Indenture, as such indenture may be amended from time to time to the extent permitted under subsection 7.12B, (y) Parent may make regularly scheduled payments of interest in kind in respect of any Parent Junior Subordinated Notes in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the Parent Junior Subordinated Note Indenture, as such agreement may be amended from time to time to the extent permitted under subsection 7.12B, and (z) after the fifth anniversary of the Parent Junior Subordinated Notes Issue Date andthat, so long as it is permitted by law, and so long as no Event of Default or Potential Event of Default shall have occurred and be continuing or would result therefrom, (a) Parent (or any Subsidiary thereof which is not wholly-owned, directly or indirectly by Parent as of the Closing Date) may make distributions to former employees, officers, or directors of any Loan Party (or any spouses, ex-spouses, or estates of any of the foregoing) on account of redemptions of Stock of Parent (or of any Subsidiary thereof which is not wholly-owned, directly or indirectly by Parent as of the date Closing Date) held by such Restricted Junior Payment Persons, provided, however, that the aggregate amount of such redemptions made by Parent (or any Subsidiary thereof which is declared not wholly-owned, directly or indirectly by Parent as of the Closing Date), plus the amount of Indebtedness outstanding under clause (k) of the definition of Permitted Indebtedness, does not exceed $1,000,000 in any twelve-month period; provided, that, (x) Parent and such Subsidiaries may carry over and make in subsequent twelve-month periods, in addition to the amounts permitted for such prior twelve-month period, any unutilized capacity under this clause (a) attributable to the immediately preceding twelve-month period and (y) such amount in any twelve-month period may be madeincreased by an amount not to exceed the cash proceeds from the sale of Stock of Parent (other than Prohibited Preferred Stock) and, nor would an Event to the extent contributed to Parent as common equity capital, the cash proceeds from the sale of Default Stock of any of Parent’s direct or Potential Event indirect parent companies, in each case to members of Default result management, directors or consultants of Parent, any of its Subsidiaries or any of its direct or indirect parent companies that occurs after the Closing Date to the extent the cash proceeds from the sale of such Stock have not otherwise been applied to the making of such Restricted Junior Payment, any other payment permitted under this clause (1a); (b) Parent may make regularly scheduled payments of interest in cash in respect distributions to former employees, officers, or directors of any Parent Junior Subordinated Notes Loan Party (or any spouses, ex-spouses, or estates of any of the foregoing), solely in accordance with the terms of, and subject to the subordination provisions contained in, the Parent Junior Subordinated Note Indenture, as form of forgiveness of Indebtedness of such agreement may be amended from time to time to the extent permitted under subsection 7.12B and (2) Borrower may make Restricted Junior Payments Persons owing to Parent in an amount necessary to permit Parent to make Restricted Junior Payments in accordance with the immediately preceding clause (z)(1), so long as Parent applies the amount on account of any such Restricted Junior Payment for such purpose, (iii) Borrower may make Restricted Junior Payments to Parent (a) in an aggregate amount not to exceed $500,000 in any Fiscal Year, to the extent necessary to permit Parent to pay its overhead expenses and (b) in an amount necessary to permit Parent to discharge the consolidated tax liabilities of Parent and its Subsidiaries paid in cash, in each case so long as Parent applies the amount of any such Restricted Junior Payment for such purpose, (iv) Borrower may make Restricted Junior Payments to pay Additional Costs in accordance with the definition of Additional Costs, and (v) so long as (A) no Event of Default or Potential Event of Default shall have occurred and be continuing on the date such Restricted Junior Payment is declared or to be made, nor would an Event of Default or Potential Event of Default result from the making of such Restricted Junior Payment, (B) after giving effect to the making of such Restricted Junior Payment Borrower shall be in pro forma compliance with each repurchases of the covenants contained in subsection 7.6 for the most recent full Fiscal Quarter immediately preceding the date of the payment of such Restricted Junior Payment for which the relevant financial information has been delivered pursuant to clauses (ii) and (iii) of subsection 6.1, and (C) Borrower shall have delivered to Administrative Agent an Officer's Certificate in form and substance satisfactory to Administrative Agent (including a calculation of the compliance with the covenants contained in subsection 7.6) certifying as to the accuracy of the foregoing clauses (A) and (B) above, (1) Borrower may make Restricted Junior Payments to Parent to the extent necessary to permit Parent to purchase, redeem, acquire or otherwise retire for value shares of Capital Stock of Parent held by directors, officers or employees of Parent or Borrower or any of their respective Subsidiaries, or options on any such shares or related stock appreciation rights or similar securities owned by such directors, officers or employees (or their estates of beneficiaries under their estates), in all cases only upon death, disability, retirement, termination of employment or pursuant to the terms of such stock option plan or any other agreement under which such shares of Capital Stock, options, related rights or similar securities were issued, in an aggregate amount not to exceed $2,500,000 in any Fiscal YearPersons; provided that Borrower such Indebtedness was incurred by such Persons solely to acquire Stock of Parent; and (c) Each Subsidiary of Parent may carry forward make distributions and dividends to each succeeding Fiscal Year its parent entity; provided, that, if the aggregate amount parent entity of Restricted Payments permitted (but such Subsidiary is not made) pursuant to this subsection 7.5(v)(1) a Loan Party, such distributions and dividends are promptly in prior Fiscal Years, with up turn distributed and dividended to a maximum amount of $7,000,000 over the term of this Agreement and (2) Borrower may make Restricted Junior Payments in an aggregate amount not to exceed $2,000,000 in any Fiscal Year; provided that Borrower may carry forward to each succeeding Fiscal Year the aggregate amount of Restricted Payments permitted (but not made) pursuant to this subsection 7.5(v)(2) in prior Fiscal Years, with up to a maximum amount of $5,000,000 during the term of this AgreementLoan Party.

Restricted Junior Payments. Parent and Borrower shall not, and shall not permit any of their respective Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for Make any Restricted Junior Payment; provided that provided, however, that, (ia) Borrower Parent may declare and Parentpay dividends with respect to its common Stock payable solely in additional shares of its common Stock, as the case may beand, with respect to its preferred Stock, payable solely in additional shares of such preferred Stock (which shall be Permitted Preferred Stock) or in shares of its common Stock, (b) each Loan Party may make Restricted Junior Payments to Parent or any other Loan Party and each Subsidiary of any Loan Party that is not a Loan Party may make Restricted Junior Payments to Parent or any other Subsidiary of Parent (x) and, in the case of a Restricted Junior Payment by a non-wholly owned Subsidiary, to any Loan Party and any other Subsidiary and to each other owner of Stock of such Subsidiary based on their relative ownership interests of the Closing Daterelevant class of Stock), (1c) Parent and its Subsidiaries may make Restricted Junior Payments pursuant to consummate and in accordance with equity incentive plans, employment agreements or other benefit plans for management or employees of the Refinancing and Parent or any of its Subsidiaries made in the Merger and (2) to pay an advisory fee to JPMorgan Partners ordinary course of such Person’s business in an aggregate amount not to exceed $5,000,000 and (y) on or before November 16, 2002, to consummate the Existing Preferred Stock Purchase1,000,000 in any fiscal year, (iid) commencing with the Fiscal Year ending December 31, 2018, on any date following the date on which Agent has received a prepayment (xif required) Borrower pursuant to Section 2.4(d)(ii) arising from Excess Cash Flow for the immediately preceding Fiscal Year, Parent or any of its Subsidiaries may make regularly scheduled payments of interest in respect of any Senior Subordinated Notes in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the Senior Subordinated Note Indenture, as such indenture may be amended from time to time to the extent permitted under subsection 7.12B, (y) Parent may make regularly scheduled payments of interest in kind in respect of any Parent other Restricted Junior Subordinated Notes in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the Parent Junior Subordinated Note Indenture, as such agreement may be amended from time to time to the extent permitted under subsection 7.12B, and (z) after the fifth anniversary of the Parent Junior Subordinated Notes Issue Date and, Payment so long as no Event of Default or Potential Event of Default shall have occurred immediately before and be continuing on the date such Restricted Junior Payment is declared or immediately after giving effect to be made, nor would an Event of Default or Potential Event of Default result from the making of such Restricted Junior Payment, (1) Parent may make regularly scheduled payments of interest in cash in respect of any Parent Junior Subordinated Notes in accordance with the terms of, and subject to the subordination provisions contained in, the Parent Junior Subordinated Note Indenture, as such agreement may be amended from time to time to the extent permitted under subsection 7.12B and (2) Borrower may make Restricted Junior Payments to Parent in an amount necessary to permit Parent to make Restricted Junior Payments in accordance with the immediately preceding clause (z)(1), so long as Parent applies the amount of any such Restricted Junior Payment for such purpose, (iii) Borrower may make Restricted Junior Payments to Parent (a) in an aggregate amount not to exceed $500,000 in any Fiscal Year, to the extent necessary to permit Parent to pay its overhead expenses and (b) in an amount necessary to permit Parent to discharge the consolidated tax liabilities of Parent and its Subsidiaries paid in cash, in each case so long as Parent applies the amount of any such Restricted Junior Payment for such purpose, (iv) Borrower may make Restricted Junior Payments to pay Additional Costs in accordance with the definition of Additional Costs, and (v) so long as (Ai) no Event of Default or Potential Event of Default shall exists, (ii) Borrowers are in compliance on a pro forma basis (giving effect to such Restricted Junior Payment) with the covenants set forth in Section 8 recomputed for the most recently ended Fiscal Quarter for which financial statements have occurred and be continuing on the date been delivered in accordance with Section 6.1, as if such Restricted Junior Payment is declared or to be madehad been made on the last day of such period, nor would an Event (iii) the Payment Conditions are satisfied and (iv) the amount of Default or Potential Event of Default result from the making of all such Restricted Junior PaymentPayments, together with all payments made pursuant to Section 7.7(a)(i)(F) in any Fiscal Year do not exceed twenty-five percent (B25%) after giving effect to of Excess Cash Flow for the making immediately preceding Fiscal Year and (e) Parent or any of such its Subsidiaries may make any Restricted Junior Payment Borrower shall be in pro forma compliance with each of on the covenants contained in subsection 7.6 for the most recent full Fiscal Quarter immediately preceding the date of the payment of such Restricted Junior Payment for which the relevant financial information has been delivered pursuant to clauses (ii) and (iii) of subsection 6.1, and (C) Borrower shall have delivered to Administrative Agent an Officer's Certificate in form and substance satisfactory to Administrative Agent (including a calculation of the compliance with the covenants contained in subsection 7.6) certifying as to the accuracy of the foregoing clauses (A) and (B) above, (1) Borrower may make Restricted Junior Payments to Parent Closing Date to the extent necessary to permit Parent to purchaserequired by the Merger Agreement, redeemStock Purchase Agreement, acquire or otherwise retire for value shares of Capital Stock of Parent held by directors, officers or employees of Parent or Borrower or any of their respective Subsidiaries, or options on any such shares or related stock appreciation rights or similar securities owned by such directors, officers or employees (or their estates of beneficiaries under their estates), in all cases only upon death, disability, retirement, termination of employment or pursuant to the terms of such stock option plan or any other agreement under which such shares of Capital Stock, options, related rights or similar securities were issued, in an aggregate amount not to exceed $2,500,000 in any Fiscal Year; provided that Borrower may carry forward to each succeeding Fiscal Year the aggregate amount of Restricted Payments permitted (but not made) pursuant to this subsection 7.5(v)(1) in prior Fiscal Years, with up to a maximum amount of $7,000,000 over the term of this Rollover Agreement and (2) Borrower may make Restricted Junior Payments in an aggregate amount not to exceed $2,000,000 in any Fiscal Year; provided that Borrower may carry forward to each succeeding Fiscal Year the aggregate amount of Restricted Payments permitted (but not made) pursuant to this subsection 7.5(v)(2) in prior Fiscal Years, with up to a maximum amount of $5,000,000 during the term of this AgreementAsset Purchase Agreements.

Restricted Junior Payments. Parent and Borrower Company shall not, and shall not permit any of their respective its Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Junior Payment; provided that (i) Borrower and Parent, as the case may be, Company may make Restricted Junior Payments to Holdings (xi) on the Closing Date, (1) to consummate the Refinancing and the Merger and (2) to pay an advisory fee to JPMorgan Partners in an aggregate amount not to exceed $5,000,000 and (y) on or before November 16, 2002, to consummate the Existing Preferred Stock Purchase, (ii) (x) Borrower may make regularly scheduled payments of interest in respect of any Senior Subordinated Notes in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the Senior Subordinated Note Indenture, as such indenture may be amended from time to time to the extent permitted under subsection 7.12B, (y) Parent may make regularly scheduled payments of interest in kind in respect of any Parent Junior Subordinated Notes in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the Parent Junior Subordinated Note Indenture, as such agreement may be amended from time to time to the extent permitted under subsection 7.12B, and (z) after the fifth anniversary of the Parent Junior Subordinated Notes Issue Date and, so long as no Event of Default or Potential Event of Default shall have occurred and be continuing on the date such Restricted Junior Payment is declared or to be made, nor would an Event of Default or Potential Event of Default result from the making of such Restricted Junior Payment, (1) Parent may make regularly scheduled payments of interest in cash in respect of any Parent Junior Subordinated Notes in accordance with the terms of, and subject to the subordination provisions contained in, the Parent Junior Subordinated Note Indenture, as such agreement may be amended from time to time to the extent permitted under subsection 7.12B and (2) Borrower may make Restricted Junior Payments to Parent in an amount necessary to permit Parent to make Restricted Junior Payments in accordance with the immediately preceding clause (z)(1), so long as Parent applies the amount of any such Restricted Junior Payment for such purpose, (iii) Borrower may make Restricted Junior Payments to Parent (a) in an aggregate amount not to exceed $500,000 in any Fiscal Year, to the extent necessary to permit Parent Holdings to pay its overhead expenses general administrative costs and expenses, (bii) so long as no Event of Default shall have occurred and be continuing or shall be caused thereby, in an aggregate amount not to exceed $2,000,000 in any Fiscal Year, with unused amounts being available in future Fiscal Years, to the extent necessary to permit Parent Holdings to repurchase shares of Capital Stock of Holdings (or options or warrants to acquire Capital Stock of Holdings) from employees of Company, (iii) to the extent necessary to permit Holdings to discharge the consolidated tax liabilities of Parent Holdings and its Subsidiaries paid in cashSubsidiaries, in each case so long as Parent Holdings applies the amount of any such Restricted Junior Payment for such purpose, (iv) Borrower may make Restricted Junior Payments to pay Additional Costs in accordance with the definition of Additional Costs, and (v) so long as (A) no Event of Default or Potential Event of Default shall have occurred and be continuing on the date such Restricted Junior Payment is declared or to be made, nor would an Event of Default or Potential Event of Default result from the making of such Restricted Junior Payment, (B) after giving effect to the making of such Restricted Junior Payment Borrower shall be in pro forma compliance with each of the covenants contained in subsection 7.6 for the most recent full Fiscal Quarter immediately preceding the date of the payment of such Restricted Junior Payment for which the relevant financial information has been delivered pursuant to clauses (ii) and (iii) of subsection 6.1, and (C) Borrower shall have delivered to Administrative Agent an Officer's Certificate in form and substance satisfactory to Administrative Agent (including a calculation of the compliance with the covenants contained in subsection 7.6) certifying as to the accuracy of the foregoing clauses (A) and (B) above, (1) Borrower may make Restricted Junior Payments to Parent to the extent necessary to permit Parent Holdings to purchase, redeem, acquire or otherwise retire for value shares pay dividends required in connection with the exercise of Capital Stock of Parent held by directors, officers or employees of Parent or Borrower or any of their respective Subsidiaries, or options on any such shares or related stock appreciation rights or similar securities owned by such directors, officers or employees (or their estates of beneficiaries under their estates), in all cases only upon death, disability, retirement, termination of employment or pursuant Rollover Options to the terms extent that, with respect to the exercise of each Rollover Option, the amount of such stock option plan or any other agreement under which such shares dividends does not exceed the amount of Capital Stockthe exercise price paid, options(v) that constitute the Permitted Dividend Payment, related rights or similar securities were issued, in an aggregate amount not to exceed $2,500,000 in any Fiscal Year; provided that Borrower may carry forward to each succeeding Fiscal Year the amount of the Permitted Dividend Payment together with the aggregate amount of Restricted Payments permitted (but the Management Bonuses shall not made) pursuant to this subsection 7.5(v)(1) in prior Fiscal Years, with up to a maximum amount of exceed $7,000,000 over the term of this Agreement 15,000,000 and (2vi) Borrower may make Restricted Junior Payments to the extent necessary to permit Holdings to redeem all outstanding shares of the Holdings Perpetual Preferred Stock and all outstanding options to purchase the Holdings Perpetual Preferred Stock, in an aggregate amount not equal to exceed $2,000,000 in the redemption price thereof (including any Fiscal Yearredemption premium), to pay the unpaid dividends thereon and to pay the IPO Fees payable directly by Holdings; provided that Borrower may carry forward to each succeeding Fiscal Year such Restricted Junior Payment shall not exceed the aggregate amount of Restricted Payments permitted (but not made) pursuant the IPO proceeds contributed by Holdings to this subsection 7.5(v)(2) in prior Fiscal Years, with up to a maximum amount of Company plus $5,000,000 during the term of this Agreement5,500,000.

Restricted Junior Payments. Parent and Borrower No Credit Party shall, nor shall not, and shall not it permit any of their respective its Subsidiaries through any manner or means or through any other Person to, directly or indirectly, declare, order, pay, make or set apart apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted Junior Payment except for: (a) the declaration, order, payment, making or setting apart (or any agreement to do any of the foregoing) of any Restricted Junior Payment by any Subsidiary of Borrower ratably to its direct equity holders (provided that any Credit Party may receive a greater than ratable portion of such Restricted Junior Payment); (b) the redemption, repurchase, retirement, defeasance or other acquisition of any Equity Interests, including any accrued and unpaid dividends thereon, or Subordinated Indebtedness of Borrower or any Equity Interests of any direct or indirect parent company of Borrower, in exchange for, or out of the proceeds of, the substantially concurrent sale (other than to a Subsidiary) of, Equity Interests of Borrower or any direct or indirect parent company of Borrower to the extent contributed to Borrower (in each case, other than any Disqualified Equity Interests) or Subordinated Indebtedness incurred under Section 6.1; provided that any such Subordinated Indebtedness shall be Refinancing Indebtedness; (c) refinancings of Indebtedness permitted by Section 6.1; (d) any Restricted Junior Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests (other than Disqualified Equity Interests) of Borrower held by any future, present or former employee, director, officer or consultant of Borrower or any of its Subsidiaries or any direct or indirect parent companies pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement (including, for the avoidance of doubt, any principal and interest payable on any notes issued by Borrower or any direct or indirect parent company of Borrower in connection with any such repurchase, retirement or other acquisition), or any stock subscription or shareholder agreement, including any Equity Interest rolled over by management of Borrower or any direct or indirect parent company of Borrower in connection with the 2010 Transactions; provided, that the aggregate amount of Restricted Junior Payments made under this clause (d) shall not exceed in any calendar year $25,000,000 (with unused amounts for any year being carried over to the next succeeding year, but not to any subsequent year, and the permitted amount for each year shall be used prior to any amount carried over from the previous year); provided further that such amount in any calendar year may be increased by an amount not to exceed: (i) the cash proceeds of key man life insurance policies received by Borrower or its Subsidiaries after the Original Closing Date; less (ii) the amount of any Restricted Junior Payments previously made with the cash proceeds described in subclause (i) of this clause (d); (e) cashless repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; (f) cash payments in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of Borrower or any direct or indirect parent company of Borrower; (g) so long as no Default or Event of Default has occurred and is continuing, (i) Borrower and Parentmay repurchase shares of Borrower’s common stock within six months before or after any conversion date for Borrower Convertible Notes, as the case which repurchases may be, may make Restricted Junior Payments (x) on the Closing Date, (1) to consummate the Refinancing and the Merger and (2) to pay an advisory fee to JPMorgan Partners be in an aggregate amount not to exceed $5,000,000 the number of shares of Borrower’s common stock delivered upon conversion of Borrower Convertible Notes on such conversion date and (y) on or before November 16, 2002, to consummate the Existing Preferred Stock Purchase, (ii) (x) Borrower may make regularly scheduled payments repurchase shares of interest in respect Borrower’s common stock within six months before or after the settlement of any Senior Subordinated Notes written call option agreements entered into in accordance connection with the terms ofissuance of the VPI Convertible Notes, and only to the extent required by, and subject to the subordination provisions contained in, the Senior Subordinated Note Indenture, as such indenture which repurchases may be amended from time to time to the extent permitted under subsection 7.12B, (y) Parent may make regularly scheduled payments of interest in kind in respect of any Parent Junior Subordinated Notes in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the Parent Junior Subordinated Note Indenture, as such agreement may be amended from time to time to the extent permitted under subsection 7.12B, and (z) after the fifth anniversary of the Parent Junior Subordinated Notes Issue Date and, so long as no Event of Default or Potential Event of Default shall have occurred and be continuing on the date such Restricted Junior Payment is declared or to be made, nor would an Event of Default or Potential Event of Default result from the making of such Restricted Junior Payment, (1) Parent may make regularly scheduled payments of interest in cash in respect of any Parent Junior Subordinated Notes in accordance with the terms of, and subject to the subordination provisions contained in, the Parent Junior Subordinated Note Indenture, as such agreement may be amended from time to time to the extent permitted under subsection 7.12B and (2) Borrower may make Restricted Junior Payments to Parent in an amount necessary to permit Parent to make Restricted Junior Payments in accordance with the immediately preceding clause (z)(1), so long as Parent applies the amount of any such Restricted Junior Payment for such purpose, (iii) Borrower may make Restricted Junior Payments to Parent (a) in an aggregate amount not to exceed $500,000 in any Fiscal Year, to the extent necessary to permit Parent to pay its overhead expenses and (b) in an amount necessary to permit Parent to discharge the consolidated tax liabilities number of Parent and its Subsidiaries paid in cash, in each case so long as Parent applies the amount shares of any such Restricted Junior Payment for such purpose, (iv) Borrower may make Restricted Junior Payments to pay Additional Costs in accordance with the definition of Additional Costs, and (v) so long as (A) no Event of Default or Potential Event of Default shall have occurred and be continuing on the date such Restricted Junior Payment is declared or to be made, nor would an Event of Default or Potential Event of Default result from the making Borrower’s common stock delivered upon settlement of such Restricted Junior Payment, (B) after giving effect to the making of such Restricted Junior Payment Borrower shall be in pro forma compliance with each of the covenants contained in subsection 7.6 for the most recent full Fiscal Quarter immediately preceding the date of the payment of such Restricted Junior Payment for which the relevant financial information has been delivered pursuant to clauses (ii) and (iii) of subsection 6.1, and (C) Borrower shall have delivered to Administrative Agent an Officer's Certificate in form and substance satisfactory to Administrative Agent (including a calculation of the compliance with the covenants contained in subsection 7.6) certifying as to the accuracy of the foregoing clauses (A) and (B) above, (1) Borrower may make Restricted Junior Payments to Parent to the extent necessary to permit Parent to purchase, redeem, acquire or otherwise retire for value shares of Capital Stock of Parent held by directors, officers or employees of Parent or Borrower or any of their respective Subsidiaries, or options on any such shares or related stock appreciation rights or similar securities owned by such directors, officers or employees (or their estates of beneficiaries under their estates), in all cases only upon death, disability, retirement, termination of employment or pursuant to the terms of such stock option plan or any other agreement under which such shares of Capital Stock, written call options, related rights or similar securities were issued, in an aggregate amount not to exceed $2,500,000 in any Fiscal Year; provided that Borrower may carry forward to each succeeding Fiscal Year the aggregate amount of Restricted Payments permitted (but not made) pursuant to this subsection 7.5(v)(1) in prior Fiscal Years, with up to a maximum amount of $7,000,000 over the term of this Agreement and (2) Borrower may make Restricted Junior Payments in an aggregate amount not to exceed $2,000,000 in any Fiscal Year; provided that Borrower may carry forward to each succeeding Fiscal Year the aggregate amount of Restricted Payments permitted (but not made) pursuant to this subsection 7.5(v)(2) in prior Fiscal Years, with up to a maximum amount of $5,000,000 during the term of this Agreement.- 114 -

Restricted Junior Payments. Parent Borrower will not and Borrower shall not, and shall will not permit any of their respective its Restricted Subsidiaries to, directly or indirectly, indirectly to declare, order, pay, make or set apart any sum for any Restricted Junior Payment; provided that , except that: (i) During the first Loan Year, Borrower may repurchase the Chase Warrant and Parentthe ▇▇▇▇▇▇ Warrant and may redeem shares of its capital stock, in each case so long as: (a) no Default or Event of Default is then in existence or would be created as a result thereof; (b) after giving effect to such repurchase or redemption, Availability is not less than $5,000,000; and (c) the case may be, may make aggregate amount of such Restricted Junior Payments (x) on the Closing Date, (1) to consummate the Refinancing and the Merger and (2) to pay an advisory fee to JPMorgan Partners in an aggregate amount shall not to exceed $5,000,000 and (y) on or before November 16, 2002, to consummate the Existing Preferred Stock Purchase, 10,000,000; and (ii) (x) Borrower may make regularly scheduled payments of interest in respect of any Senior Subordinated Notes in accordance with During the terms offirst Loan Year, and only to the extent required by, and subject to the subordination provisions contained in, the Senior Subordinated Note Indenture, as such indenture may be amended from time to time to the extent permitted under subsection 7.12B, (y) Parent may make regularly scheduled payments of interest in kind in respect of any Parent Junior Subordinated Notes in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the Parent Junior Subordinated Note Indenture, as such agreement may be amended from time to time to the extent permitted under subsection 7.12B, and (z) after the fifth anniversary of the Parent Junior Subordinated Notes Issue Date and, so long as no Default or Event of Default is than in existence or Potential Event would be created as a result thereof, Borrower may repurchase the Chase Warrant and the ▇▇▇▇▇▇ Warrant and may redeem shares of Default shall have occurred and be continuing on its capital stock with proceeds received by Borrower from its issuance of the date such Restricted Junior Payment is declared or to be made, nor would an Event of Default or Potential Event of Default result from the making of such Restricted Junior Payment, (1) Parent may make regularly scheduled payments of interest in cash in respect of any Parent Junior Subordinated Senior Notes in accordance an amount not exceeding $20,000,000 which are at all times prior to any such repurchase or redemption held by Borrower in a segregated account and not co-mingled with any other funds of Borrower or its Subsidiaries; Notwithstanding the terms offoregoing, and subject to Borrower may not repurchase the subordination provisions contained in, Chase Warrant or the Parent Junior Subordinated ▇▇▇▇▇▇ Warrant or redeem shares of its capital stock if either such repurchase would constitute a breach of or result in a default under the Senior Note Indenture, as such agreement may be amended from time to time to the extent permitted under subsection 7.12B and Documents; (2B) Restricted Subsidiaries of Borrower may make Restricted Junior Payments to Parent Borrower; (C) so long as no Default or Event of Default is then in existence, or would occur as a result of such redemption, Borrower may redeem shares of capital stock from any of its employees and directors for the purpose of providing cash to such employee or director in an amount necessary to permit Parent to make Restricted Junior Payments not in accordance with excess of such employee's or director's federal and state tax liability from the immediately preceding clause exercise of stock options granted by Borrower; (z)(1), D) Borrower may accept delivery of shares of its capital stock from any of its employees and directors in payment of all or any portion of the exercise price of stock options granted by Borrower; (E) so long as Parent applies the amount no Default or Event of any Default is then in existence, or would occur as a result of such Restricted Junior Payment for such purposepayment, (iii) Borrower may make Restricted Junior Payments pay management fees to Parent (a) in an aggregate amount PPI Management Company, a California corporation, such fees not to exceed $500,000 in any Fiscal Year, to the extent necessary to permit Parent to pay its overhead expenses and (b) in an amount necessary to permit Parent to discharge the consolidated tax liabilities of Parent and its Subsidiaries paid in cash, 60,000 in each case so long as Parent applies the amount of any such Restricted Junior Payment for such purpose, Borrower's 2004 and 2005 fiscal years and $75,000 in each fiscal year thereafter; and (iv) Borrower may make Restricted Junior Payments to pay Additional Costs in accordance with the definition of Additional Costs, and (vF) so long as (A) no Default or Event of Default is then in existence, or Potential Event of Default shall have occurred and be continuing on the date such Restricted Junior Payment is declared or to be made, nor would an Event of Default or Potential Event of Default occur as a result from the making of such Restricted Junior Paymentredemption, (B) after giving effect to the making of such Restricted Junior Payment Borrower shall be in pro forma compliance with each of the covenants contained in subsection 7.6 for the most recent full Fiscal Quarter immediately preceding the date of the payment of such Restricted Junior Payment for which the relevant financial information has been delivered pursuant to clauses (ii) and (iii) of subsection 6.1, and (C) Borrower shall have delivered to Administrative Agent an Officer's Certificate in form and substance satisfactory to Administrative Agent (including a calculation of the compliance with the covenants contained in subsection 7.6) certifying as to the accuracy of the foregoing clauses (A) and (B) above, (1) Borrower may make Restricted Junior Payments to Parent to the extent necessary to permit Parent to purchase, redeem, acquire or otherwise retire for value redeem shares of Capital Stock of Parent held by directors, officers or employees of Parent or Borrower or its capital stock from any of their respective Subsidiariesits employees and directors whose employment with Borrower has terminated, or options on any such shares or related stock appreciation rights or similar securities owned by such directors, officers or employees (or their estates of beneficiaries under their estates), in all cases only upon death, disability, retirement, termination of employment or pursuant to the terms of such stock option plan or any other agreement under which such shares of Capital Stock, options, related rights or similar securities were issuedthan ▇▇▇▇ ▇. ▇▇▇▇▇, in an aggregate amount not to exceed in excess of $2,500,000 300,000 in any Fiscal Year; provided that Borrower may carry forward to each succeeding Fiscal Year the aggregate amount fiscal year of Restricted Payments permitted (but not made) pursuant to this subsection 7.5(v)(1) in prior Fiscal Years, with up to a maximum amount of $7,000,000 over the term of this Agreement and (2) Borrower may make Restricted Junior Payments in an aggregate amount not to exceed $2,000,000 in any Fiscal Year; provided that Borrower may carry forward to each succeeding Fiscal Year the aggregate amount of Restricted Payments permitted (but not made) pursuant to this subsection 7.5(v)(2) in prior Fiscal Years, with up to a maximum amount of $5,000,000 during the term of this AgreementBorrower.

Restricted Junior Payments. Parent and Borrower shall not, and shall not permit any of their respective Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for Make any Restricted Junior Payment; provided that (i) Borrower and Parentprovided, as the case may behowever, may make Restricted Junior Payments (x) on the Closing Date, (1) to consummate the Refinancing and the Merger and (2) to pay an advisory fee to JPMorgan Partners in an aggregate amount not to exceed $5,000,000 and (y) on or before November 16, 2002, to consummate the Existing Preferred Stock Purchase, (ii) (x) Borrower may make regularly scheduled payments of interest in respect of any Senior Subordinated Notes in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the Senior Subordinated Note Indenture, as such indenture may be amended from time to time to the extent permitted under subsection 7.12B, (y) Parent may make regularly scheduled payments of interest in kind in respect of any Parent Junior Subordinated Notes in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the Parent Junior Subordinated Note Indenture, as such agreement may be amended from time to time to the extent permitted under subsection 7.12B, and (z) after the fifth anniversary of the Parent Junior Subordinated Notes Issue Date andthat, so long as it is permitted by law, and so long as no Event of Default or Potential Event of Default shall have occurred and be continuing or would exist upon giving effect thereto, (a) Administrative Borrower may make distributions to former employees, officers, or directors of any Borrower (or any spouses, ex-spouses, or estates of any of the foregoing), solely in the form of forgiveness of Indebtedness of such Persons owing to Administrative Borrower on account of repurchases of the date Stock of Administrative Borrower held by such Restricted Junior Payment is declared Persons; provided that such Indebtedness was incurred by such Persons solely to acquire Stock of Administrative Borrower, (b) Administrative Borrower may make distributions to former employees, officers, or directors of Administrative Borrower (or any spouses, ex-spouses, or estates of any of the foregoing) on account of redemptions of Stock of Administrative Borrower held by such Persons, provided, however, that the aggregate amount of such redemptions made by Administrative Borrower plus the amount of Indebtedness outstanding under clause (l) of the definition of Permitted Indebtedness, does not exceed the Stock Redemption Base Amount in any fiscal year; provided, that an amount of up to the Stock Redemption Carry-Forward Amount (minus the amount of any Stock Redemption Carry-Forward Amount for such year under clause (l) of the definition of Permitted Indebtedness) may be carried forward to the next succeeding fiscal year if not used in such fiscal year; provided further, that any amount so carried over may not be used in that fiscal year until the Stock Redemption Base Amount permitted to be made, nor would an Event of Default or Potential Event of Default result from the making of expended in such Restricted Junior Payment, fiscal year has first been used in full and any such carry-over amount applicable to a succeeding fiscal year may not be carried forward to another fiscal year, (1c) Parent Administrative Borrower may make regularly scheduled payments of interest in cash distributions in respect of its Stock or purchase, redeem, or otherwise acquire or retire for value any Parent Junior Subordinated Notes in accordance with of its Stock so long as the terms of, and subject to the subordination provisions contained in, the Parent Junior Subordinated Note Indenture, as such agreement may be amended from time to time to the extent permitted under subsection 7.12B and Payment Conditions are satisfied, (2d) Administrative Borrower may make Restricted Junior Payments consisting of repurchases of Stock deemed to Parent in an amount necessary to permit Parent to make Restricted Junior Payments in accordance with occur upon the immediately preceding clause non-cash exercise of stock options, stock appreciation rights, restricted stock units, warrants or other convertible or exchangeable securities, (z)(1), so long as Parent applies the amount of e) Administrative Borrower or any such Restricted Junior Payment for such purpose, (iii) Borrower Subsidiary may make Restricted Junior Payments consisting of cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Stock of Administrative Borrower or such Subsidiary, (f) Administrative Borrower may make withholding tax payments on behalf of employees in connection with the exercise by such employees of stock options or other rights to Parent purchase Stock or the vesting of restricted Stock, (ag) in an aggregate amount not to exceed $500,000 in Administrative Borrower or any Fiscal YearSubsidiary may make cash payments representing the “strike price” for any stock option, warrant or other convertible or exchangeable security payable by the holder thereof, but only to the extent necessary to permit Parent to pay its overhead expenses such “strike price” was actually received by Administrative Borrower or such Subsidiary and (b) in an amount necessary to permit Parent to discharge the consolidated tax liabilities no netting of Parent and its Subsidiaries paid in cashsuch payment was made by Administrative Borrower or such Subsidiary, in each case case, prior to Administrative Borrower or such Subsidiary making any cash payment in respect of such stock option, warrant or other convertible or exchangeable security, and (h) any other Restricted Junior Payments so long as Parent applies the amount of any such Restricted Junior Payment for such purpose, (iv) Borrower may make Restricted Junior Payments to pay Additional Costs in accordance with the definition of Additional Costs, and (v) so long as (A) no Event of Default or Potential Event of Default shall have occurred and be continuing on the date such Restricted Junior Payment is declared or to be made, nor would an Event of Default or Potential Event of Default result from the making of such Restricted Junior Payment, (B) after giving effect to the making of such Restricted Junior Payment Borrower shall be in pro forma compliance with each of the covenants contained in subsection 7.6 for the most recent full Fiscal Quarter immediately preceding the date of the payment of such Restricted Junior Payment for which the relevant financial information has been delivered pursuant to clauses (ii) and (iii) of subsection 6.1, and (C) Borrower shall have delivered to Administrative Agent an Officer's Certificate in form and substance satisfactory to Administrative Agent (including a calculation of the compliance with the covenants contained in subsection 7.6) certifying as to the accuracy of the foregoing clauses (A) and (B) above, (1) Borrower may make Restricted Junior Payments to Parent to the extent necessary to permit Parent to purchase, redeem, acquire or otherwise retire for value shares of Capital Stock of Parent held by directors, officers or employees of Parent or Borrower or any of their respective Subsidiaries, or options on any such shares or related stock appreciation rights or similar securities owned by such directors, officers or employees (or their estates of beneficiaries under their estates), in all cases only upon death, disability, retirement, termination of employment or pursuant to the terms of such stock option plan or any other agreement under which such shares of Capital Stock, options, related rights or similar securities were issued, in an aggregate amount not to exceed $2,500,000 in any Fiscal Year; provided that Borrower may carry forward to each succeeding Fiscal Year the aggregate amount of Restricted Payments permitted (but not made) pursuant to this subsection 7.5(v)(1) in prior Fiscal Years, with up to a maximum amount of $7,000,000 over the term of this Agreement and (2) Borrower may make Restricted Junior Payments in an aggregate amount not to exceed $2,000,000 in any Fiscal Year; provided that Borrower may carry forward to each succeeding Fiscal Year the aggregate amount of Restricted Payments permitted (but not made) pursuant to this subsection 7.5(v)(2) in prior Fiscal Years, with up to a maximum amount of $5,000,000 during the term of this AgreementConditions are satisfied.

Restricted Junior Payments. Parent and The Borrower shall not, not and shall not permit any of their respective its Subsidiaries to, directly which are Guarantors to declare or indirectly, declare, order, pay, make or set apart any sum for any Restricted Junior Payment, except: (a) dividends or distributions to the Borrower on the Capital Stock of any of its Subsidiaries or to any of the Borrower's Subsidiaries from any other Subsidiary of the Borrower; provided, however, that Subsidiaries of the Borrower which are not Wholly-Owned Subsidiaries may pay dividends and make distributions only if the Borrower or Subsidiary of the Borrower which is a holder of the Capital Stock with respect to which such dividend or distribution is paid or made receives its pro rata share thereof; (b) dividends or distributions by the Borrower on its Capital Stock to holders of such Capital Stock, repurchases, redemptions, retirements or other acquisitions by the Borrower, for value, of any of its Capital Stock or warrants, rights or options to purchase or acquire shares of any class of such capital Stock, principal payments on, purchases, defeasance, redemptions, and prepayments of, decreases in or other acquisitions or retirements, for value, prior to any scheduled final maturity, scheduled repayment or scheduled sinking fund payment, of any Indebtedness of the Borrower that is junior in right of payment to the Obligations, other than the Senior Notes; provided that at the time thereof or immediately after giving effect thereto, (i) Borrower and Parent, as the case may be, may make Restricted Junior Payments (x) on the Closing Date, (1) to consummate the Refinancing and the Merger and (2) to pay an advisory fee to JPMorgan Partners in an aggregate amount not to exceed $5,000,000 and (y) on or before November 16, 2002, to consummate the Existing Preferred Stock Purchase, (ii) (x) Borrower may make regularly scheduled payments of interest in respect of any Senior Subordinated Notes in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the Senior Subordinated Note Indenture, as such indenture may be amended from time to time to the extent permitted under subsection 7.12B, (y) Parent may make regularly scheduled payments of interest in kind in respect of any Parent Junior Subordinated Notes in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the Parent Junior Subordinated Note Indenture, as such agreement may be amended from time to time to the extent permitted under subsection 7.12B, and (z) after the fifth anniversary of the Parent Junior Subordinated Notes Issue Date and, so long as no Event of Default or Potential Event of Default shall have occurred and be continuing on the date such Restricted Junior Payment is declared or to be made, nor would an Event of Default or Potential Event of Default result from the making of such Restricted Junior Payment, (1) Parent may make regularly scheduled payments of interest in cash in respect of any Parent Junior Subordinated Notes in accordance with the terms of, and subject to the subordination provisions contained in, the Parent Junior Subordinated Note Indenture, as such agreement may be amended from time to time to the extent permitted under subsection 7.12B and (2) Borrower may make Restricted Junior Payments to Parent in an amount necessary to permit Parent to make Restricted Junior Payments in accordance with the immediately preceding clause (z)(1), so long as Parent applies the amount of any such Restricted Junior Payment for such purpose, (iii) Borrower may make Restricted Junior Payments to Parent (a) in an aggregate amount not to exceed $500,000 in any Fiscal Year, to the extent necessary to permit Parent to pay its overhead expenses and (b) in an amount necessary to permit Parent to discharge the consolidated tax liabilities of Parent and its Subsidiaries paid in cash, in each case so long as Parent applies the amount of any such Restricted Junior Payment for such purpose, (iv) Borrower may make Restricted Junior Payments to pay Additional Costs in accordance with the definition of Additional Costs, and (v) so long as (A) no Event of Default or Potential Event of Default shall have occurred and be continuing unwaived and (ii) the Borrower is able to incur at least $1.00 of additional Indebtedness in compliance with the provisions of Section 9.01 (other than clauses (a) through (n) thereof), and (iii) the sum of (A) the aggregate amount of Restricted Junior Payments, including such proposed Restricted Junior Payment, made after the Issue Date (the amount expended for such purposes, if other than in Cash, being the fair market value of such property as determined reasonably and in good faith by the Board of Directors of the Borrower) plus (B) the aggregate amount of Investments permitted under Section 9.04(k) made after the Issue Date does not exceed the sum of: (x) fifty percent (50%) of the cumulative Consolidated Net Income (as defined in Section 1.02) (or if cumulative Consolidated Net Income (as defined in Section 1.02) shall be a loss, minus 100% of such loss) earned subsequent to the Issue Date and on or prior to the date such Restricted Junior Payment occurs (the "Reference Date") (treating such period as a single accounting period); plus (y) 100% of the aggregate net cash proceeds received by the Borrower from any Person (other than a Subsidiary of the Borrower) from the issuance and sale subsequent to the Issue Date and on or prior to the Reference Date of Qualified Capital Stock of the Borrower; plus (z) without duplication of any amounts included in clause (iii)(y) above, 100% of the aggregate net cash proceeds of any equity contribution received by the Borrower from a holder of the Borrower's Capital Stock (excluding, in the case of clauses (iii)(y) and (z), any net cash proceeds from a Public Equity Offering used to redeem the Obligations and cash proceeds from the issuance of Qualified Capital Stock by, or any equity contribution from any Person, financed directly or indirectly using funds borrowed from the Borrower or any Subsidiary of the Borrower until and to the extent such borrowing is declared repaid); (c) acquisitions of any shares of Capital Stock of the Borrower, either (i) solely in exchange for shares of Qualified Capital Stock of the Borrower or (ii) through the application of net proceeds of a substantially concurrent sale for Cash (other than to be made, nor would an a Subsidiary of the Borrower) of shares of Qualified Capital Stock of the Borrower; in either case provided that no Event of Default or Potential Event of Default result from shall have occurred and be continuing unwaived; (d) repurchases by Borrower of shares of its common Capital Stock in connection with the making of such Restricted Junior Payment, (B) after giving effect to the making of such Restricted Junior Payment Borrower shall be in pro forma compliance with each repurchase provisions of the covenants contained ESOP as in subsection 7.6 for effect on the most recent full Fiscal Quarter immediately preceding Closing Date (subject to changes in the date ESOP to reflect requirements of ERISA or other Requirements of Law); and (e) repurchases by Borrower of (i) its common Capital Stock from former employees, officers and directors of the payment of such Restricted Junior Payment for which the relevant financial information has been delivered pursuant to clauses Borrower and (ii) and (iii) 125,714 shares of subsection 6.1, and (C) Borrower shall have delivered to Administrative Agent an Officer's Certificate its common Capital Stock issued in form and substance satisfactory to Administrative Agent (including a calculation of the compliance connection with the covenants contained in subsection 7.6) certifying as Borrower's acquisition of Technology Applications, Inc. for an amount which, when aggregated with payments by the Borrower of up to the accuracy of the foregoing clauses (A) and (B) above, (1) Borrower may make Restricted Junior Payments to Parent to the extent necessary to permit Parent to purchase, redeem, acquire or otherwise retire for value shares of Capital Stock of Parent held by directors, officers or employees of Parent or Borrower or any of their respective Subsidiaries, or options on any such shares or related stock appreciation rights or similar securities owned by such directors, officers or employees (or their estates of beneficiaries under their estates), in all cases only upon death, disability, retirement, termination of employment or pursuant to the terms of such stock option plan or any other agreement under which such shares of Capital Stock, options, related rights or similar securities were issued, in an aggregate amount not to exceed $2,500,000 in withholding and/or payroll taxes upon the lapse of deferrals of deferred stock and stock equivalent accounts, does not exceed $3,000,000 in any Fiscal Yearcalendar year; provided that Borrower that, if less than $3,000,000 is used for such payments and repurchases in any calendar year, the amount equal to $3,000,000 minus the amount of such payments and repurchases made in such year may carry forward to each succeeding Fiscal Year be used for such purposes in subsequent calendar years. For purposes of determining the aggregate amount of Restricted Junior Payments permitted (but not made) pursuant to this subsection 7.5(v)(1) made after the Issue Date as described in prior Fiscal YearsSection 9.06(c)(iii), with up to a maximum the amount of $7,000,000 over the term of this Agreement and (2) Borrower may make all Restricted Junior Payments and taxes described in an aggregate amount not Section 9.06(e) made or paid which are of the type described in this Section 9.06 shall be included in such calculation and the amounts received by the Borrower from the sale by the Borrower of common Capital Stock to exceed $2,000,000 in any Fiscal Year; provided the ESOP that Borrower may carry forward to each succeeding Fiscal Year constitute Disqualified Capital Stock shall be credited against the aggregate amount of Restricted Payments permitted (but not made) amounts calculated pursuant to Section 9.06(d). The Borrower shall deliver to the Agent not later than the date of making any Restricted Junior Payment, an officer's certificate signed by a Responsible Officer stataing that such Restricted Junior Payment complies with this subsection 7.5(v)(2) Section 9.06 and setting forth in prior Fiscal Yearsreasonable detail the basis upon which the required calculations were computed, with up to a maximum amount of $5,000,000 during which calculations may be based upon the term of this AgreementBorrower's latest available internal quarterly Financial Statements.

Restricted Junior Payments. Parent and Borrower No Credit Party shall, nor shall not, and shall not it permit any of their respective its Restricted Subsidiaries or Affiliates (other than Special Purpose Vehicles, Joint Ventures and other non-Restricted Subsidiaries) through any manner or means or through any other Person to, directly or indirectly, declare, order, pay, make or set apart apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted Junior Payment; , except (subject to Section 6.19): (a) the payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by Restricted Subsidiaries to their direct corporate parents, provided that no Restricted Subsidiary that is not a Wholly-Owned Subsidiary shall make such Restricted Junior Payment in respect of any class or series of stock unless a Credit Party or any of its Restricted Subsidiaries receives at least its pro rata share of such Restricted Junior Payment in accordance with its interest in such class or series of stock; and provided further that, prior to a Company Lien Event, any such payment to Company shall only be made in cash, subject to the terms of Section 5.14; (ib) Borrower and Parentthe payment of any dividend or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend or giving of the redemption notice, as the case may be, may make if at the date of declaration or notice, the dividend or redemption payment would have been permitted under this Agreement; (c) the making of any Restricted Junior Payments Payment in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a subsidiary of the Company) of, Capital Stock of the Company (other than Disqualified Capital Stock) or from the substantially concurrent contribution of common equity capital to the Company; (d) (x) on the Closing Daterepurchase, (1) redemption, defeasance or other acquisition or retirement for value of Indebtedness of the Company or any Restricted Subsidiary that is contractually subordinated to consummate the Obligations solely with the net cash proceeds from a substantially concurrent incurrence of Permitted Refinancing and the Merger and (2) to pay an advisory fee to JPMorgan Partners Indebtedness in an aggregate amount not to exceed $5,000,000 respect of such Indebtedness and (y) on the repurchase, redemption, defeasance or before November 16, 2002, to consummate other acquisition or retirement for value of Indebtedness of the Existing Preferred Stock Purchase, (ii) (x) Borrower may make regularly scheduled payments of interest Company or any Restricted Subsidiary that is subordinated in respect of Collateral to the Obligations solely with the net cash proceeds from a substantially concurrent incurrence of Permitted Refinancing Indebtedness in respect of such Indebtedness; (e) the payment of any Senior Subordinated Notes dividend (or, in the case of any partnership or limited liability company, any similar distribution) by a Wholly-Owned Subsidiary of the Company to the holders of its Capital Stock on a pro rata basis; provided that if such Wholly-Owned Subsidiary is a Guarantor, such payment must be made to a Guarantor (other than, prior to a Company Lien Event, the Company); provided, further, however, that, subject in all cases to the terms of Section 5.14, such payment may be made to Company if paid in cash; (f) after emergence of the applicable Debtors from Approved Chapter 11 Cases in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained inApproved Restructuring Plan, the Senior Subordinated Note Indenturerepurchase, as such indenture may be amended from time to time to the extent permitted under subsection 7.12B, (y) Parent may make regularly scheduled payments of interest in kind in respect redemption or other acquisition or retirement for value of any Parent Junior Subordinated Notes in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the Parent Junior Subordinated Note Indenture, as such agreement may be amended from time to time to the extent permitted under subsection 7.12B, and (z) after the fifth anniversary of the Parent Junior Subordinated Notes Issue Date and, so long as no Event of Default or Potential Event of Default shall have occurred and be continuing on the date such Restricted Junior Payment is declared or to be made, nor would an Event of Default or Potential Event of Default result from the making of such Restricted Junior Payment, (1) Parent may make regularly scheduled payments of interest in cash in respect of any Parent Junior Subordinated Notes in accordance with the terms of, and subject to the subordination provisions contained in, the Parent Junior Subordinated Note Indenture, as such agreement may be amended from time to time to the extent permitted under subsection 7.12B and (2) Borrower may make Restricted Junior Payments to Parent in an amount necessary to permit Parent to make Restricted Junior Payments in accordance with the immediately preceding clause (z)(1), so long as Parent applies the amount of any such Restricted Junior Payment for such purpose, (iii) Borrower may make Restricted Junior Payments to Parent (a) in an aggregate amount not to exceed $500,000 in any Fiscal Year, to the extent necessary to permit Parent to pay its overhead expenses and (b) in an amount necessary to permit Parent to discharge the consolidated tax liabilities of Parent and its Subsidiaries paid in cash, in each case so long as Parent applies the amount of any such Restricted Junior Payment for such purpose, (iv) Borrower may make Restricted Junior Payments to pay Additional Costs in accordance with the definition of Additional Costs, and (v) so long as (A) no Event of Default or Potential Event of Default shall have occurred and be continuing on the date such Restricted Junior Payment is declared or to be made, nor would an Event of Default or Potential Event of Default result from the making of such Restricted Junior Payment, (B) after giving effect to the making of such Restricted Junior Payment Borrower shall be in pro forma compliance with each of the covenants contained in subsection 7.6 for the most recent full Fiscal Quarter immediately preceding the date of the payment of such Restricted Junior Payment for which the relevant financial information has been delivered pursuant to clauses (ii) and (iii) of subsection 6.1, and (C) Borrower shall have delivered to Administrative Agent an Officer's Certificate in form and substance satisfactory to Administrative Agent (including a calculation of the compliance with the covenants contained in subsection 7.6) certifying as to the accuracy of the foregoing clauses (A) and (B) above, (1) Borrower may make Restricted Junior Payments to Parent to the extent necessary to permit Parent to purchase, redeem, acquire or otherwise retire for value shares of Capital Stock of Parent the Company or any Restricted Subsidiary of the Company held by directorsany current or former officer, officers director or employees employee of Parent or Borrower the Company or any of their respective Subsidiariesits Restricted Subsidiaries pursuant to any equity subscription agreement, or options on any such shares or related stock appreciation rights option agreement, shareholders’ agreement or similar securities owned by such directors, officers or employees (or their estates of beneficiaries under their estates), in all cases only upon death, disability, retirement, termination of employment or pursuant to the terms of such stock option plan or any other agreement under which such shares of Capital Stock, options, related rights or similar securities were issued, in an aggregate amount not to exceed $2,500,000 in any Fiscal Yearagreement; provided that Borrower the aggregate price paid for all such repurchased, redeemed, acquired or retired Capital Stock may carry forward to each succeeding Fiscal Year not exceed $10,000,000 in any twelve-month period, plus the aggregate amount of Restricted Junior Payments permitted (but not made) pursuant to this subsection 7.5(v)(1clause (f) in prior Fiscal Yearsthe previous calendar year; (g) the repurchase of Capital Stock deemed to occur upon the exercise of stock options to the extent such Capital Stock represent a portion of the exercise price of those stock options; (h) payments of cash by the Company or any of its Restricted Subsidiaries in lieu of the issuance of fractional shares upon the exercise of options or warrants or the conversion or exchange of Capital Stock of any such Person; (i) any repricing or issuance of employee stock options or the adoption of bonus arrangements, with up and payments pursuant to a maximum amount such arrangements; and (j) the purchase by the Company of $7,000,000 over fractional shares arising out of stock dividends, splits or combinations or business combinations. Notwithstanding anything in the term of this Agreement and (2) Borrower may foregoing to the contrary, in no event shall either CMS Funding Company Limited LLC or CIT Middle Market Funding, LLC, nor shall any Credit Party permit it to, through any manner or means or through any other Person, directly or indirectly, declare, order, pay, make or set apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted Junior Payments in an aggregate amount not to exceed $2,000,000 in any Fiscal Year; provided that Borrower may carry forward to each succeeding Fiscal Year the aggregate amount Payment consisting of Restricted Payments permitted (but not made) pursuant to this subsection 7.5(v)(2) in prior Fiscal Years, with up to a maximum amount of $5,000,000 during the term of this Agreementassets other than Cash or Cash Equivalents.

Restricted Junior Payments. Parent and Borrower shall not, and shall not permit any of their respective Subsidiaries to, directly No Credit Party will declare or indirectly, declare, order, pay, make or set apart any sum for any Restricted Junior PaymentPayment at any time; provided, however, that (a) with respect to any period during which Holdings is an S Corporation or a substantially similar pass-through entity for federal income tax purposes and a QSSS Election is in effect for the Borrower, the Borrower may declare and make dividend payments to Media Holdings in an amount (together with loans made pursuant to Section 7.5(m)(i)) not in excess of the Permitted Holdings Tax Distributions and the Permitted Shareholder Tax Distributions; (b) the Borrower may make the Qualifying IPO Funding Transaction payments or make dividends to Holding Companies (including through any other Holding Company) in amounts to permit Holding Companies to make Qualifying IPO Funding Transaction payments (provided that the aggregate amount of such payments together with payments made pursuant to Section 7.5(m)(vi) shall not exceed the aggregate amount of permitted Qualifying IPO Funding Transaction payments); (ic) the Borrower and Parent, as the case may be, may make Restricted Junior Payments (xi) on the Closing Date, (1A) to consummate the Refinancing and the Merger and (2) to pay an advisory fee to JPMorgan Partners in an aggregate amount not equal to exceed $5,000,000 and (y) on or before November 16, 2002, to consummate the Existing Preferred Stock Purchase, (ii) (x) Borrower may make regularly scheduled payments of interest in respect of any on the Senior Subordinated Notes in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, be paid in cash pursuant to the Senior Subordinated Note Indenture, as such indenture may be amended from time to time and subject to the extent permitted under subsection 7.12Bapplicable subordination terms thereof, provided that, in any fiscal year, the aggregate amount paid pursuant to this clause (yc)(i)(A) Parent may make regularly during such fiscal year, shall not exceed the aggregate amount of scheduled payments of interest in kind in respect of any Parent Junior on the Senior Subordinated Notes in accordance with pursuant to the terms ofSenior Subordinated Note Indenture during such fiscal year, and only (B) in an amount equal to scheduled payments of interest on other Subordinated Indebtedness permitted to be incurred under Section 7.1(l) to the extent required byby the indenture or other agreement pursuant to which such Subordinated Indebtedness was issued, and subject to the applicable subordination provisions contained in, the Parent Junior Subordinated Note Indenture, as such agreement may be amended from time to time to the extent permitted under subsection 7.12B, terms thereof; and (zii) after use cash on hand and the fifth anniversary proceeds of a Qualifying IPO (but not the Loans or other Indebtedness) to redeem, repurchase or otherwise acquire the Senior Subordinated Notes at a price not greater than 100% of the Parent principal amount thereof plus accrued and unpaid interest; provided that in the case of each Restricted Junior Subordinated Notes Issue Date andPayment made under this clause (ii), so long as (x) no Event of Default or Potential Event of Default shall have occurred and be continuing on the date or be caused thereby, after giving effect to any such Restricted Junior Payment is declared and (y) the Revolving Facility Debt shall not exceed $5,000,000 at the time or to be made, nor would an Event of Default or Potential Event of Default as a result from the making of such Restricted Junior Payment; (d) the Borrower may use cash on hand and the proceeds of a Qualifying IPO (but not the Loans) to redeem, (1) Parent may make regularly scheduled payments of interest repurchase or otherwise acquire the Senior Notes and to pay any premium, fees, costs, expenses and other amounts owing thereunder; provided that in cash in respect the case of any Parent Junior Subordinated Notes in accordance with the terms of, and subject to the subordination provisions contained in, the Parent Junior Subordinated Note Indenture, as such agreement may be amended from time to time to the extent permitted under subsection 7.12B and (2) Borrower may make Restricted Junior Payments to Parent in an amount necessary to permit Parent to make Restricted Junior Payments in accordance with the immediately preceding clause (z)(1), so long as Parent applies the amount of any such Restricted Junior Payment for such purposemade under this clause (d), (iii) Borrower may make Restricted Junior Payments to Parent (a) in an aggregate amount not to exceed $500,000 in any Fiscal Year, to the extent necessary to permit Parent to pay its overhead expenses and (b) in an amount necessary to permit Parent to discharge the consolidated tax liabilities of Parent and its Subsidiaries paid in cash, in each case so long as Parent applies the amount of any such Restricted Junior Payment for such purpose, (iv) Borrower may make Restricted Junior Payments to pay Additional Costs in accordance with the definition of Additional Costs, and (v) so long as (Ax) no Event of Default or Potential Event of Default shall have occurred and be continuing on the date or be caused thereby, after giving effect to any such Restricted Junior Payment is declared and (y) the Revolving Facility Debt shall not exceed $5,000,000 at the time or as a result of such Restricted Junior Payment; (e) the Borrower may use cash on hand, the proceeds of a Qualifying IPO and proceeds of the Loan to declare and make dividends (together with loans made pursuant to Section 7.5(m)(ii)) to Media Holdings (i) in an amount equal to the scheduled payments of interest on the Media Holdings Discount Notes to the extent required to be madepaid in cash pursuant to the Media Holdings Discount Notes Indenture, nor would an and subject to the applicable subordination terms thereof, provided that, in any fiscal year, the aggregate amount paid pursuant to this clause (e)(i) during such fiscal year (together with the aggregate amount of loans made pursuant to Section 7.5(m)(ii) during such fiscal year), shall not exceed the aggregate amount of scheduled payments of interest on the Media Holdings Discount Notes pursuant to the Media Holdings Discount Notes Indenture during such fiscal year, and (ii) to redeem, repurchase or otherwise acquire the Media Holdings Discount Notes and to pay any interest, premium, fees, costs, expenses and other amounts owing thereunder; provided that in the case of each Restricted Junior Payment made under this clause (ii), no Event of Default shall have occurred and be continuing or Potential be caused thereby; (f) so long as no Default or Event of Default result from shall have occurred and be continuing or shall be caused thereby, the making Borrower may make dividends (together with loans made pursuant to Section 7.5(m)(iii)) to any Holding Company (including through any other Holding Company) in an amount equal to the scheduled payments of interest on Holding Company Debt incurred in accordance with Section 7.15(a)(i) or (iv) to the extent required to be paid in cash pursuant to the documentation governing such Holding Company Debt, provided, that, in any fiscal year, the aggregate amount of dividends made pursuant to this clause (f) during such fiscal year (together with the amount of loans made pursuant to Section 7.5(m)(iii) during such fiscal year) shall not exceed the aggregate amount of scheduled payments of interest on such Holding Company Debt to the extent required to be paid in cash during such fiscal year; (g) the Borrower may declare and make dividends using cash on hand and the proceeds of a Qualifying IPO (but not proceeds of the Loans) in order for Holdings or Media Holdings to (A) redeem, repurchase or otherwise acquire Holdings’ capital stock in open market transactions or otherwise (including redemptions) or (B) pay dividends or other distributions to any holders of the capital stock of Holdings; provided that in the case of each Restricted Junior Payment under this clause (g): (x) no Default or Event of Default shall have occurred and be continuing or be caused thereby, after giving effect to any such Restricted Junior Payment, (By) the Total Leverage Ratio is less than 5.50 to 1 (on a pro forma basis after giving effect to such Restricted Junior Payment and the application of proceeds thereof) for the fiscal quarter most recently completed at such time as set forth in a certificate of a Financial Officer certifying as to and providing a reasonably detailed calculation of the same after giving effect to such Restricted Junior Payment and payment together with the financial statements required to be delivered by Section 6.1 (b); and (z) the Revolving Facility Debt shall not exceed $5,000,000 at the time or as a result of such Restricted Junior Payment; (h) the Borrower may declare and make dividends in order for Media Holdings or any other Holding Company to redeem, repurchase or otherwise acquire (but not in any open market transaction) Holding Company Debt (other than the Media Holdings Discount Notes) and to pay any interest, premium, fees, costs, expenses and other amounts owing thereunder; provided that in the case of each payment under this clause (h): (i) no Default or Event of Default shall have occurred and be continuing or be caused thereby (including under Section 7.10, on a pro forma basis after giving effect to such payment, the application of the proceeds thereof and the incurrence of any Indebtedness in connection therewith), as set forth in a certificate of a Financial Officer certifying as to and providing a reasonably detailed calculation of the same, together with the financial statements required to be delivered by Section 6.1(b), (ii) if such Restricted Junior Payment is made other than with proceeds of the issuance of Subordinated Indebtedness incurred under Section 7.1(l) or (o), the Total Leverage Ratio on a pro forma basis after giving effect to the making payment of any such Restricted Junior Payment Payment, the application of the proceeds thereof and the incurrence of any Indebtedness in connection therewith is not greater than 5.50 to 1.00 (and the Borrower shall be in pro forma compliance with each have delivered to the Administrative Agent a certificate of the covenants contained in subsection 7.6 for the most recent full Fiscal Quarter immediately preceding the date a Financial Officer certifying as to and providing a reasonably detailed calculation of such Total Leverage Ratio after giving effect to the payment of such Restricted Junior Payment for which the relevant financial information has been delivered pursuant to clauses (ii) Payment), and (iii) the Revolving Facility Debt shall not exceed $5,000,000 at the time of subsection 6.1or as a result of such Restricted Junior Payment; (i) so long as no Default or Event of Default shall have occurred and be continuing or shall be caused thereby the Borrower may declare and make Restricted Junior Payments to any Holding Company (i) to pay administrative expenses and other costs and expenses; provided that the amount of cash distributions made pursuant to this clause (i) (together with the amount of loans made pursuant to Section 7.5(m)(iv)(A)) shall not exceed (A) prior to the Qualifying IPO Closing Date, $3,000,000 and (B) thereafter, $5,000,000, in each case, in any fiscal year and (ii) to pay indemnity claims arising under, or amounts required to be paid to third parties pursuant to the Private Equity Issuance Documents in an aggregate amount not to exceed during the term of this Agreement (together with the amount of loans made pursuant to Section 7.5(m)(iv)(B)) the amount of proceeds of the Private Equity Issuance actually contributed to the Borrower pursuant to Section 6.15(c) of the Existing Credit Agreement; (j) the Credit Parties may pay their obligations to Empire Burbank to the extent required to be paid under the Empire Burbank Lease; (k) so long as no Default or Event of Default shall have occurred and be continuing or shall be caused thereby, LBCI, or any successor entity thereto, may make the payments described in clause (vi) of the definition of Restricted Junior Payment or make the payments with respect to any notes issued under the employment agreement described in such clause (vi); (l) so long as no Default or Event of Default shall have occurred and be continuing or shall be caused thereby, any Credit Party may make dividend payments to Holdings (through another Holding Company, if applicable), to enable Holdings to make the payments with respect to any portion of any incentive bonus which may become payable pursuant to (A) the employment agreement of Winter ▇▇▇▇▇▇ dated December 28, 2009, as amended from time to time, respectively, and (CB) Borrower shall have delivered any other Management Incentive Contracts or, in each case, with respect to Administrative Agent an Officer's Certificate in form and substance satisfactory to Administrative Agent any notes issued with respect thereto; provided that the aggregate amount of such dividends (including a calculation of the compliance together with the covenants contained aggregate amount of loans made pursuant to Section 7.5(m)(v)) shall not exceed (x) the amount of such bonuses required to be paid under such employment agreements, in subsection 7.6) certifying as to the accuracy case of the foregoing clauses clause (A) and above, or (y) in the case of clause (B) above, $12,500,000 (1including, in each case, any amounts required to be paid under any such notes); (m) so long as no Default or Event of Default shall have occurred and be continuing or shall be caused thereby, the Borrower may make payments of interest on the ▇▇▇▇▇▇▇▇ Subordinated Debt to the extent such payments of interest are permitted to be made under the ▇▇▇▇▇▇▇▇ Subordination Agreements; (n) the Borrower may make Restricted Junior Payments to Parent to the extent necessary to permit Parent to purchase, redeem, acquire repurchase or otherwise retire for value shares of Capital Stock of Parent held by directors, officers or employees of Parent or Borrower or any of their respective Subsidiaries, or options on any such shares or related stock appreciation rights or similar securities owned by such directors, officers or employees acquire (or their estates of beneficiaries under their estates), in all cases only upon death, disability, retirement, termination of employment or pursuant to the terms of such stock option plan or any other agreement under which such shares of Capital Stock, options, related rights or similar securities were issued, in an aggregate amount but not to exceed $2,500,000 in any Fiscal Yearopen market transaction) Subordinated Indebtedness (other than ▇▇▇▇▇▇▇▇ Subordinated Debt) and to pay any interest, premium, fees, costs, expenses and other amounts owing thereunder; provided that in the case of each payment under this clause (n): (i) no Default or Event of Default shall have occurred and be continuing or be caused thereby (including under Section 7.10, on a pro forma basis after giving effect to such payment, the application of the proceeds thereof and the incurrence of any Indebtedness in connection therewith), as set forth in a certificate of a Financial Officer certifying as to and providing a reasonably detailed calculation of the same, together with the financial statements required to be delivered by Section 6.1(b) and, (ii) if such Restricted Junior Payment is made other than with proceeds of the issuance of Subordinated Indebtedness incurred under Section 7.1(l) or (o) or Holding Company Debt, the Total Leverage Ratio on a pro forma basis after giving effect to the payment of any such Restricted Junior Payment, the application of the proceeds thereof and the incurrence of any Indebtedness in connection therewith is not greater than 5.50 to 1 (and the Borrower may carry forward shall have delivered to each succeeding Fiscal Year the aggregate amount Administrative Agent a certificate of a Financial Officer certifying as to and providing a reasonably detailed calculation of such Total Leverage Ratio after giving effect to the payment of such Restricted Payments permitted Junior Payment); (but not madeo) pursuant to this subsection 7.5(v)(1) in prior Fiscal Years, with up to a maximum amount of $7,000,000 over the term of this Agreement and (2) Borrower any Credit Party may make Restricted Junior Payments to Holdings (including through Media Holdings) to be used for, and in an aggregate amount not to exceed $2,000,000 in equal to, the amount of any Fiscal Year; dividends or distributions paid or loans made by Holdings to, or the repurchase of any equity interests of Holdings from, the Principal Investors or any Class B Permitted Transferees, provided that Borrower may carry forward to each succeeding Fiscal Year the aggregate amount of all such Restricted Junior Payments permitted (but not made) together with the aggregate amount of loans made pursuant to Section 7.5(m)(ix)) shall not exceed $1,000,000 in any calendar year, provided that in the case of each loan made under this subsection 7.5(v)(2clause (o), no Event of Default shall have occurred and be continuing or be caused thereby; (p) any Credit Party may purchase, redeem or otherwise acquire or retire for value any equity interests of Borrower or any Holding Company, or make any Restricted Junior Payment to any Holding Company (including through another Holding Company) to effect the purchase, acquisition or retirement of the Borrower’s or any Holding Company’s equity interests, in each case that are held by any future, present or former director, employee or consultant of any Credit Party or any Holding Company pursuant to any equity subscription agreement, stock option agreement, shareholders’ agreement or similar agreement; provided, that the aggregate price paid for all such purchased, redeemed, acquired or retired equity interests (together with the aggregate price paid for all such purchases, redemptions, acquisitions or retirements made pursuant to Section 7.5(m)(x)) may not exceed the sum of $1,500,000 in any calendar year plus any unused amounts under this clause from prior Fiscal Yearscalendar years; and (q) the Borrower may make regularly scheduled payments pursuant to the Specified Hedge Agreement. Nothing herein shall be deemed to prohibit the making of any dividend or distribution, or other payment constituting a Restricted Junior Payment under clauses (ii) or (iii) of the definition thereof by any Subsidiary to any Credit Party. Notwithstanding anything herein to the contrary, if part or all of a Permitted Holdings Tax Distribution or a Permitted Shareholder Tax Distribution is made in the form of a loan (rather than a dividend or other form of distribution), then (i) the terms of such loan shall be determined in the sole discretion of the Borrower, and (ii) the subsequent cancellation or forgiveness of such loan shall not be treated as a Restricted Junior Payment and shall not reduce the amount of subsequent Permitted Holdings Tax Distributions or Permitted Shareholder Tax Distributions. Notwithstanding anything in this Agreement or any of the other Loan Documents to the contrary, each Agent and each Lender hereby consents to (i) the Stockholder Voting Agreement, the Qualifying IPO, and the Qualifying IPO Funding Transactions, and (ii) the payments permitted under the last paragraph of Section 2.11(b), and nothing herein or therein shall be deemed to prohibit any payments described in clauses (a), (c) or, subject to the subordination provisions of the Senior Subordinated Note Indenture or of the indenture relating to other Subordinated Indebtedness (other than ▇▇▇▇▇▇▇▇ Subordinated Debt), as applicable, (e) of the definition of Qualifying IPO Funding Transactions made within fifteen months after the consummation of the Qualifying IPO. Notwithstanding anything in this Agreement or any of the other Loan Documents to the contrary, with up respect to any period during which Holdings is not an S Corporation or a maximum amount of $5,000,000 during the term of this Agreement.substantially similar pass-through entity for federal income tax purposes, any Credit Party will be permitted to make payments to any other Credit Party or any Holding Company (whether

Restricted Junior Payments. Parent and Borrower shall not, and shall not permit any of their respective Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for Make any Restricted Junior Payment; provided that (i) Borrower and Parentprovided, as the case may behowever, may make Restricted Junior Payments (x) on the Closing Date, (1) to consummate the Refinancing and the Merger and (2) to pay an advisory fee to JPMorgan Partners in an aggregate amount not to exceed $5,000,000 and (y) on or before November 16, 2002, to consummate the Existing Preferred Stock Purchase, (ii) (x) Borrower may make regularly scheduled payments of interest in respect of any Senior Subordinated Notes in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the Senior Subordinated Note Indenture, as such indenture may be amended from time to time to the extent permitted under subsection 7.12B, (y) Parent may make regularly scheduled payments of interest in kind in respect of any Parent Junior Subordinated Notes in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the Parent Junior Subordinated Note Indenture, as such agreement may be amended from time to time to the extent permitted under subsection 7.12B, and (z) after the fifth anniversary of the Parent Junior Subordinated Notes Issue Date andthat, so long as it is permitted by law: (a) so long as no Event of Default or Potential Event of Default shall have occurred and be continuing or would result therefrom, Borrower may make distributions to current or former employees, officers, or directors of Borrower or any Subsidiary (or any spouses, ex-spouses, trusts or estates of any of the foregoing) on account of redemptions, purchase, retirement or other acquisition for value of Capital Interests of Borrower or the date direct or indirect parent of Borrower held by such Restricted Junior Payment is declared or to be madePersons, nor would an Event of Default or Potential Event of Default result from so long as either: (A)(1) the making aggregate amount of such Restricted Junior Paymentredemptions, (1) Parent may make regularly scheduled purchases, retirement, other acquisitions for value, or payments of interest made by Borrower in cash since June 18, 2013 does not exceed the sum of (x) $2,500,000 in respect of any Parent Junior Subordinated Notes fiscal year (provided that if less than $2,500,000 is used for such purposes in accordance with the terms ofany fiscal year, and subject to the subordination provisions contained in, the Parent Junior Subordinated Note Indenture, as such agreement any unused amounts may be amended from time carried forward for use in one or more future periods; provided, further, that the aggregate amount of repurchases made pursuant to time this clause (A)(1)(x) may not exceed $5,000,000 in any fiscal year); plus (y) the cash proceeds of key man life insurance policies received by Borrower and its Subsidiaries after June 18, 2013 (it being understood that Borrower may elect to apply all or any portion of the extent permitted under subsection 7.12B and aggregate increase contemplated by this clause (2A)(1)(y) in any calendar year); or (B) otherwise the Additional Basket Conditions are met; (b) Borrower may make Restricted Junior Payments distributions to Parent in an amount necessary to permit Parent to make Restricted Junior Payments in accordance with current or former employees, officers, or directors of Borrower or any Subsidiary (or any spouses, ex-spouses, trusts or estates of any of the immediately preceding clause (z)(1foregoing), so long as Parent applies solely in the amount form of any forgiveness of Indebtedness of such Restricted Junior Payment for Persons owing to Borrower on account of repurchases of the Capital Interests of Borrower or the direct or indirect parent of Borrower held by such purpose, Persons; provided that such Indebtedness was incurred by such Persons solely to acquire Capital Interests of Borrower or the direct or indirect parent of Borrower; (iii) Borrower may make Restricted Junior Payments to Parent (a) in an aggregate amount not to exceed $500,000 in any Fiscal Year, to the extent necessary to permit Parent to pay its overhead expenses and (b) in an amount necessary to permit Parent to discharge the consolidated tax liabilities of Parent and its Subsidiaries paid in cash, in each case so long as Parent applies the amount of any such Restricted Junior Payment for such purpose, (iv) Borrower may make Restricted Junior Payments to pay Additional Costs in accordance with the definition of Additional Costs, and (vc) so long as (A) no Event of Default or Potential Event of Default shall have occurred and be continuing on or would result therefrom and the date such Restricted Junior Payment is declared Additional Basket Conditions are met, Borrower may make distributions or to be made, nor would an Event of Default or Potential Event of Default result from the making of such Restricted Junior Payment, (B) after giving effect to the making of such Restricted Junior Payment Borrower shall be in pro forma compliance with each of the covenants contained in subsection 7.6 for the most recent full Fiscal Quarter immediately preceding the date of the payment of such Restricted Junior Payment for which the relevant financial information has been delivered pursuant to clauses (ii) and (iii) of subsection 6.1, and (C) Borrower shall have delivered to Administrative Agent an Officer's Certificate in form and substance satisfactory to Administrative Agent payments (including a calculation payments in respect of the compliance with the covenants contained in subsection 7.6) certifying as to the accuracy of the foregoing clauses Redeemable Capital Interests); (A) and (B) above, (1d) Borrower may make Restricted Junior Payments distributions or other dividends to Parent its parent entities for (i) corporate franchise taxes of such parent entities and taxes actually owed by Borrower or the consolidated group of the Borrower and its Subsidiaries, (ii) reasonable legal, accounting and other professional fees and expenses, and other out of pocket third party transactions expenses not owing to lenders, noteholders or their agents or trustees (including, to the extent necessary to permit Parent to purchaseapplicable, redeemprinter costs, acquire or otherwise retire for value shares of Capital Stock of Parent held by directorsfiling fees, officers or employees of Parent or Borrower or any of their respective Subsidiaries, or options on any such shares or related stock appreciation rights or similar securities owned by such directors, officers or employees (or their estates of beneficiaries under their estatesrating costs and appraisals), in all cases only upon death, disability, retirement, termination of employment or pursuant to the terms each case in connection with an initial public offering of such stock option plan parent entity, follow-on offerings, or any other agreement under which financing transactions that are deleveraging events for such shares of Capital Stock, options, related rights or similar securities were issuedparent entity and its Subsidiaries, in an aggregate amount not to exceed $2,500,000 10.0 million, (iii) costs incurred to comply with Borrower’s or its parent entities’ reporting obligations under federal or state laws or as required to comply with the ABL Loan Documents, the Notes Documents, the documentation for Additional Notes, the documentation for the PIK Toggle Notes, the MSD Term Loan Documents, the Specified Pari Passu Ratio Debt, the Junior Debt or the Loan Documents, (iv) other customary corporate overhead expenses of such parent entity in any Fiscal Yearthe ordinary course of business to the extent attributable to the operations and activities of the Borrower and its Subsidiaries; and (v) purchase consideration with respect to an Acquisition permitted under this Agreement; provided that Borrower may carry forward to each succeeding Fiscal Year the aggregate in no event shall any amount of Restricted Payments permitted (but not made) be dividended or otherwise distributed pursuant to this subsection 7.5(v)(1clause (d) to make payment of any principal, interest, fees, costs, expenses or other amount under the PIK Toggle Notes; (e) [RESERVED]; (f) the payment of any dividend or other distribution on, or the consummation of any irrevocable redemption of, Capital Interests in Borrower within 60 days after declaration or setting the record date for redemption thereof, as applicable, if at such date such payment would not have been prohibited by the provisions of this Section 6.9; (g) the retirement of any Capital Interests of Borrower or any direct or indirect parent of Borrower by conversion into, or by or in exchange for, Qualified Capital Interests, or out of net cash proceeds of the issuance or sale (other than to a Subsidiary of Borrower) of Qualified Capital Interests of Borrower or equity contribution into the Borrower occurring within 60 days prior Fiscal Yearsto such retirement, or the making of other Restricted Junior Payments out of the net cash proceeds of capital contributions or the issuance or sale (other than to a Subsidiary of Borrower) of Qualified Capital Interests of Borrower occurring within 60 days of such Restricted Junior Payment; (h) repurchase of Capital Interests of Borrower deemed to occur upon the exercise of stock options, warrants or other convertible or exchangeable securities to the extent such Capital Interests represents a portion of the exercise price of those stock options, warrants or other convertible or exchangeable securities or repurchase of such Capital Interests to the extent the proceeds of such repurchase are used to pay taxes incurred by the holder thereof as a result of the issuance or grant thereof; (i) cash payment, in lieu of issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for the Capital Interests of Borrower or a Subsidiary thereof; (j) the declaration and payment of dividends on the Borrower’s common stock (or the declaration and payment of dividends to any direct or indirect parent entity to fund a payment of dividends on such entity’s common stock), following any Qualified Equity Offering after the date hereof, of up to a maximum amount 6% per annum of $7,000,000 over the term net cash proceeds received by or contributed to the Borrower in the form of this Agreement Qualified Capital Interests or cash capital contribution in or from such offering to the extent not otherwise applied or utilized in the business of Borrower and its Subsidiaries; (2k) Borrower may make other Restricted Junior Payments in an aggregate amount since June 18, 2013 not in excess of $15,000,000 (minus any amount utilized in reliance of the baskets specified under Section 6.7(a)(i)(I) and clause (o) of “Permitted Investments” definition); and (l) dividends or other distributions by Borrower to exceed $2,000,000 the PIK Toggle Issuer made in lieu of a Specified Intercompany Loan or a direct purchase or acquisition of PIK Toggle Notes solely for purposes of the PIK Toggle Issuer directly purchasing or acquiring PIK Toggle Notes in a Permitted Deleveraging Transaction, in any Fiscal Yearevent, so long as (1) the cash proceeds from such dividend or other distribution are used by the PIK Toggle Issuer to purchase or acquire and cancel such PIK Toggle Notes upon the consummation of such purchase or acquisition and are not used for any other purpose; provided that and (2) to the extent such cash proceeds are cash proceeds from the Loans, such cash proceeds are used by the PIK Toggle Issuer, within 120 days after the Closing Date, to purchase or acquire and cancel such PIK Toggle Notes upon the consummation of such purchase or acquisition and are not used for any other purpose. Notwithstanding the foregoing or anything else herein to the contrary, in no event shall any Restricted Junior Payment be made by Borrower may carry forward or any of its Subsidiaries, directly or indirectly, the proceeds of which are used to each succeeding Fiscal Year the aggregate amount of Restricted Payments permitted (but not made) prepay, redeem, defease, purchase, repurchase or otherwise acquire PIK Toggle Notes, or to pay any fees or interest in cash with respect thereto, other than pursuant to this subsection 7.5(v)(2clause (l) in prior Fiscal Years, with up to a maximum amount of $5,000,000 during the term of this Agreementabove.

Restricted Junior Payments. Parent and Borrower shall not, and shall not permit any of their respective Subsidiaries to, directly No Credit Party will declare or indirectly, declare, order, pay, make or set apart any sum for any Restricted Junior PaymentPayment at any time; provided, however, that (a) with respect to any period during which Holdings is an S Corporation or a substantially similar pass-through entity for federal income tax purposes and a QSSS Election is in effect for the Borrower, the Borrower may declare and make dividend payments to Media Holdings in an amount (together with loans made pursuant to Section 7.5(m)(i)) not in excess of the Permitted Holdings Tax Distributions and the Permitted Shareholder Tax Distributions; (b) the Borrower may make the Qualifying IPO Funding Transaction payments or make dividends to Holding Companies (including through any other Holding Company) in amounts to permit Holding Companies to make Qualifying IPO Funding Transaction payments (provided that the aggregate amount of such payments together with payments made pursuant to Section 7.5(m)(v) shall not exceed the aggregate amount of permitted Qualifying IPO Funding Transaction payments); (ic) the Borrower and Parent, as the case may be, may make Restricted Junior Payments (xi) on the Closing Date, (1) to consummate the Refinancing and the Merger and (2) to pay an advisory fee to JPMorgan Partners in an aggregate amount not equal to exceed $5,000,000 and (y) on or before November 16, 2002, to consummate the Existing Preferred Stock Purchase, (ii) (x) Borrower may make regularly scheduled payments of interest in respect of any on the Senior Subordinated Notes in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, be paid in cash pursuant to the Senior Subordinated Note Indenture, as such indenture may be amended from time to time and subject to the extent permitted under subsection 7.12Bapplicable subordination terms thereof, provided that, in any fiscal year, the aggregate amount paid pursuant to this clause (yc)(i) Parent may make regularly during such fiscal year, shall not exceed the aggregate amount of scheduled payments of interest in kind in respect of any Parent Junior on the Senior Subordinated Notes in accordance with pursuant to the terms ofSenior Subordinated Note Indenture during such fiscal year, and only (ii) in an amount equal to scheduled payments of interest on other Subordinated Indebtedness permitted to be incurred under Section 7.1(l) to the extent required byby the indenture or other agreement pursuant to which such Subordinated Indebtedness was issued, and subject to the applicable subordination provisions contained interms thereof; (d) the Borrower may use cash on hand and the proceeds of a Qualifying IPO (but not the Loans) to redeem, repurchase or otherwise acquire the Parent Senior Notes and to pay any premium, fees, costs, expenses and other amounts owing thereunder; provided that in the case of any Restricted Junior Subordinated Note IndenturePayment made under this clause (d), as such agreement may be amended from time to time to the extent permitted under subsection 7.12B, and (zx) after the fifth anniversary of the Parent Junior Subordinated Notes Issue Date and, so long as no Event of Default or Potential Event of Default shall have occurred and be continuing on the date or be caused thereby, after giving effect to any such Restricted Junior Payment is declared and (y) the Revolving Facility Debt shall not exceed $5,000,000 at the time or to be made, nor would an Event of Default or Potential Event of Default as a result from the making of such Restricted Junior Payment, ; (1e) Parent [Reserved]; (f) the Borrower and its Subsidiaries may make regularly scheduled payments of interest in cash in respect of any Parent Junior Subordinated Notes in accordance with the terms of, declare and subject to the subordination provisions contained in, the Parent Junior Subordinated Note Indenture, as such agreement may be amended from time to time to the extent permitted under subsection 7.12B and (2) Borrower may make Restricted Junior Payments to Media Holdings in order for Media Holdings to, and in each case only to the extent such Restricted Junior Payments are actually used to, (i) make scheduled cash interest payments on the Media Holdings Discount Notes provided that, in the case of any Media Holdings Discount Notes held by Media Holdings, the amount of such payments, if any, that exceed an amount equal to the amount of amortization payments due on the New Media Holdings Senior Notes and Parent Entity Allowable Indebtedness (x) within five Business Days after the 2012 Exchange Offers have been consummated (or, in the case of Parent Entity Allowable Indebtedness, within five (5) Business Days after such Parent Entity Allowable Indebtedness has been issued) and (y) in April 2013 shall be contributed to the Borrower by Media Holdings within five (5) Business Days after each such amortization payment is made (provided that Media Holdings shall be permitted to retain cash of up to $174,500 until Parent Entity Allowable Indebtedness of $5,000,000 principal amount has been issued) and (ii) redeem, repurchase, satisfy and discharge, defease, retire for value or otherwise acquire (1) any Media Holdings Discount Notes held by Media Holdings, but only in an amount necessary equal to permit Parent to make Restricted Junior Payments in accordance with the immediately preceding clause (z)(1), so long as Parent applies the amount of any such Restricted Junior Payment for such purposeinterest payments due on the New Media Holdings Senior Notes or Parent Entity Allowable Indebtedness in April 2016, (iii) Borrower may make Restricted Junior Payments to Parent (a) in an aggregate amount not to exceed $500,000 in any Fiscal Year, to the extent necessary to permit Parent to pay its overhead expenses October 2016 and April 2017 and (b) in an amount necessary to permit Parent to discharge the consolidated tax liabilities of Parent and its Subsidiaries paid in cash, in each case so long as Parent applies the amount of any such Restricted Junior Payment for such purpose, (iv) Borrower may make Restricted Junior Payments to pay Additional Costs in accordance with the definition of Additional Costs, and (v2) so long as (A) no Event of Default has occurred and is continuing or Potential would result therefrom, no more than 10% of the outstanding principal amount of the Media Holdings Discount Notes outstanding immediately prior to the closing of the 2012 Exchange Transactions (excluding Media Holdings Discount Notes held by Media Holdings or its Affiliates or any directors, officers, stockholders and other Affiliates of the Borrower or Media Holdings) and pay any related interest, premium, fees, costs, expenses and other amounts owing thereunder with respect thereto, and in the case of each of (i) and (ii)(1) above (other than the payment made within five (5) Business Days after the 2012 Exchange Offers or the $174,500 permitted to be retained by Media Holdings) such payment to be made to Media Holdings not more than twelve (12) Business Days prior to the date each such payment is due and provided further that (A) following each Restricted Junior Payment permitted by subclauses (i) and (ii)(1) of this clause (f), the Media Holdings Discount Notes held by Media Holdings shall be cancelled to the extent required by the Media Holdings Discount Notes Forbearance Agreement and (B) all proceeds of the Restricted Junior Payments permitted by subclauses (i) and (ii)(1) of this clause (f) shall be paid to the holders of the New Media Holdings Senior Notes as required by the New Media Holdings Senior Note Indenture; (g) the Borrower may declare and make dividends using cash on hand and the proceeds of a Qualifying IPO (but not proceeds of the Loans) in order for Holdings or Media Holdings to (A) redeem, repurchase or otherwise acquire Holdings’ capital stock in open market transactions or otherwise (including redemptions) or (B) pay dividends or other distributions to any holders of the capital stock of Holdings; provided that in the case of each Restricted Junior Payment under this clause (g): (x) no Default or Event of Default shall have occurred and be continuing on the date such Restricted Junior Payment is declared or be caused thereby, after giving effect to be made, nor would an Event of Default or Potential Event of Default result from the making of any such Restricted Junior Payment, (By) the Total Leverage Ratio is less than 5.50 to 1 (on a pro forma basis after giving effect to such Restricted Junior Payment and the making application of proceeds thereof) for the fiscal quarter most recently completed at such time as set forth in a Compliance Certificate of a Financial Officer certifying as to and providing a reasonably detailed calculation of the same after giving effect to such Restricted Junior Payment and payment together with the financial statements required to be delivered by Section 6.1(b); and (z) the Revolving Facility Debt shall not exceed $5,000,000 at the time or as a result of such Restricted Junior Payment Borrower Payment; (h) [Reserved]; (i) so long as no Default or Event of Default shall have occurred and be continuing or shall be caused thereby the Borrower may declare and make Restricted Junior Payments to any Holding Company (i) to pay administrative expenses and other costs and expenses; provided that the amount of cash distributions made pursuant to this clause (i) (together with the amount of loans made pursuant to Section 7.5(m)(iii)(A)) shall not exceed (A) prior to the Qualifying IPO Closing Date, $3,000,000 and (B) thereafter, $5,000,000, in pro forma compliance each case, in any fiscal year and (ii) to pay indemnity claims arising under, or amounts required to be paid to third parties pursuant to the Private Equity Issuance Documents in an aggregate amount not to exceed during the term of this Agreement (together with each the amount of loans made pursuant to Section 7.5(m)(iii)(B)) the amount of proceeds of the covenants contained in subsection 7.6 for Private Equity Issuance actually contributed to the most recent full Fiscal Quarter immediately preceding the date Borrower pursuant to Section 6.15(c) of the payment Existing Credit Agreement; (j) the Credit Parties may pay their obligations to Empire Burbank to the extent required to be paid under the Empire Burbank Lease; (k) so long as no Default or Event of such Default shall have occurred and be continuing or shall be caused thereby, LBCI, or any successor entity thereto, may make the payments described in clause (vi) of the definition of Restricted Junior Payment for or make the payments with respect to any notes issued under the employment agreement described in such clause (vi); (l) so long as no Default or Event of Default shall have occurred and be continuing or shall be caused thereby, any Credit Party may make dividend payments to Holdings (through another Holding Company, if applicable), to enable Holdings to make the payments with respect to any portion of any incentive bonus which the relevant financial information has been delivered may become payable pursuant to clauses (iiA) and (iii) the employment agreement of subsection 6.1Winter ▇▇▇▇▇▇ dated December 28, 2009, as amended from time to time, respectively, and (CB) Borrower shall have delivered any other Management Incentive Contracts or, in each case, with respect to Administrative Agent an Officer's Certificate in form and substance satisfactory to Administrative Agent any notes issued with respect thereto; provided that the aggregate amount of such dividends (including a calculation of the compliance together with the covenants contained aggregate amount of loans made pursuant to Section 7.5(m)(iv)) shall not exceed (x) the amount of such bonuses required to be paid under such employment agreements, in subsection 7.6) certifying as to the accuracy case of the foregoing clauses clause (A) and above, or (y) in the case of clause (B) above, $12,500,000 (1including, in each case, any amounts required to be paid under any such notes); (m) so long as no Default or Event of Default shall have occurred and be continuing or shall be caused thereby, the Borrower may make payments of interest on the ▇▇▇▇▇▇▇▇ Subordinated Debt to the extent such payments of interest are permitted to be made under the ▇▇▇▇▇▇▇▇ Subordination Agreements; (n) the Borrower may make Restricted Junior Payments to Parent redeem, repurchase or otherwise acquire (but not in any open market transaction) Subordinated Indebtedness (other than ▇▇▇▇▇▇▇▇ Subordinated Debt) and to pay any interest, premium, fees, costs, expenses and other amounts owing thereunder if (A) such payment is made at the stated maturity of such Subordinated Indebtedness, (B) such payment is a payment into a trust within one year of such stated maturity and such payment effects a defeasance or discharge of such Subordinated Indebtedness; or (C) such payment is a payment of interest or principal in anticipation of satisfying a sinking fund obligation, mandatory redemption or final maturity, in each case within one year of the due date thereof; provided that in the case of each payment under this clause (n): (i) no Default or Event of Default shall have occurred and be continuing or be caused thereby (including under Section 7.10, on a pro forma basis after giving effect to such payment, the application of the proceeds thereof and the incurrence of any Indebtedness in connection therewith), as set forth in a certificate of a Financial Officer certifying as to and providing a reasonably detailed calculation of the same, together with the financial statements required to be delivered by Section 6.1(b) and, (ii) if such Restricted Junior Payment is made other than with proceeds of the issuance of Subordinated Indebtedness incurred under Section 7.1(l) or (q) or Holding Company Debt, the Total Leverage Ratio on a pro forma basis after giving effect to the payment of any such Restricted Junior Payment, the application of the proceeds thereof and the incurrence of any Indebtedness in connection therewith is not greater than 5.50 to 1 (and the Borrower shall have delivered to the Administrative Agent a Compliance Certificate of a Financial Officer certifying as to and providing a reasonably detailed calculation of such Total Leverage Ratio after giving effect to the payment of such Restricted Junior Payment); (o) the Borrower may redeem, repurchase, retire, defease or otherwise acquire (x) the Senior Subordinated Notes in exchange for, or out of the net cash proceeds of the substantially concurrent sale of, Second Priority Senior Secured Notes and 2012 Exchange Offer Warrants in the 2012 Exchange Offers and (y) the Media Holdings Discount Notes in exchange for, or out of the net cash proceeds of the substantially concurrent sale of, Second Priority Senior Secured Notes and, in each case, pay any related interest, premium, fees, costs, expenses and other amounts owing thereunder with respect thereto to the extent necessary to permit Parent to purchaseprovided by the 2012 Exchange Offer Documents; (p) so long as no Event of Default shall have occurred and be continuing or be caused thereby, redeem, acquire or otherwise retire for value shares of Capital Stock of Parent held by directors, officers or employees of Parent or Borrower or any of their respective Subsidiaries, or options on any such shares or related stock appreciation rights or similar securities owned by such directors, officers or employees (or their estates of beneficiaries under their estates), in all cases only upon death, disability, retirement, termination of employment or pursuant to the terms of such stock option plan or any other agreement under which such shares of Capital Stock, options, related rights or similar securities were issued, in an aggregate amount not to exceed $2,500,000 in any Fiscal Year; provided that Borrower may carry forward to each succeeding Fiscal Year the aggregate amount of Restricted Payments permitted (but not made) pursuant to this subsection 7.5(v)(1) in prior Fiscal Years, with up to a maximum amount of $7,000,000 over the term of this Agreement and (2) Borrower Credit Party may make Restricted Junior Payments to Holdings (including through Media Holdings) to be used for, and in an aggregate amount not necessary to exceed $2,000,000 in repurchase any Fiscal Year; equity interests of Holdings from, the Principal Investors, any Class B Permitted Transferees, or any present or former employees, officers, managers or directors of Holdings upon the death, disability or termination of employment of such employee, officer, manager or director, provided that Borrower may carry forward to each succeeding Fiscal Year the aggregate amount of all such Restricted Junior Payments permitted (but not made) together with the aggregate amount of loans made with respect to such payments pursuant to this subsection 7.5(v)(2the reference to Section 7.6(p) in prior Fiscal YearsSection 7.5(m)(ii)) shall not exceed $1,000,000 in any calendar year; (q) the Borrower may redeem, repurchase, retire, defease or otherwise acquire Senior Subordinated Notes or Media Holdings Discount Notes in exchange for, or out of the net cash proceeds of the substantially concurrent sale of, Permitted New Second Priority Debt plus the payment of any related interest, premium, fees, costs, expenses and other amounts owing thereunder with respect thereto; (r) the Borrower may redeem, repurchase, retire, defease or otherwise acquire any Subordinated Indebtedness of any Credit Party in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to Subsidiary that is not a Credit Party) of, Equity Interests of the Borrower (other than Disqualified Stock, as such term is defined in the Senior Notes Indenture) or from any contribution to the Borrower’s common equity stock; and (s) the Borrower may redeem, repurchase, retire, defease or otherwise acquire the Senior Subordinated Notes, Second Priority Senior Secured Notes or Permitted New Second Priority Debt or Permitted Credit Party Refinancing Indebtedness thereof, in each case, in exchange for, or with the net cash proceeds from, an incurrence of Permitted Credit Party Refinancing Indebtedness. Nothing herein shall be deemed to prohibit the making of any dividend or distribution, or other payment constituting a Restricted Junior Payment under clauses (ii) or (iii) of the definition thereof by any Subsidiary to any Credit Party. Notwithstanding anything herein to the contrary, if part or all of a Permitted Holdings Tax Distribution or a Permitted Shareholder Tax Distribution is made in the form of a loan (rather than a dividend or other form of distribution), then (i) the terms of such loan shall be determined in the sole discretion of the Borrower, and (ii) the subsequent cancellation or forgiveness of such loan shall not be treated as a Restricted Junior Payment and shall not reduce the amount of subsequent Permitted Holdings Tax Distributions or Permitted Shareholder Tax Distributions. Notwithstanding anything in this Agreement or any of the other Loan Documents to the contrary, each Agent and each Lender hereby consents to the Stockholder Voting Agreement, the Qualifying IPO, and the Qualifying IPO Funding Transactions, and nothing herein or therein shall be deemed to prohibit any payments described in clauses (a), (c) or, subject to the subordination provisions of the Senior Subordinated Note Indenture or of the indenture relating to other Subordinated Indebtedness (other than ▇▇▇▇▇▇▇▇ Subordinated Debt), as applicable, (e) of the definition of Qualifying IPO Funding Transactions made within fifteen months after the consummation of the Qualifying IPO. Notwithstanding anything in this Agreement or any of the other Loan Documents to the contrary, with up respect to any period during which Holdings is not an S Corporation or a maximum amount substantially similar pass-through entity for federal income tax purposes, any Credit Party will be permitted to make payments to any other Credit Party or any Holding Company (whether in the form of $5,000,000 during the term loans, dividends, distributions, contributions or otherwise) to permit such other Credit Party or such Holding Company to pay any federal, state, foreign or local tax liability of this Agreement.any Credit Party or any federal, state, foreign or local t

Restricted Junior Payments. Parent and Borrower shall not, and shall not permit any of their respective Subsidiaries to(a) Declare or make, directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Junior Payment; provided that Payment or set aside any amount for any such purpose. (b) Notwithstanding the provisions of Section 7.06(a), (i) the Borrower and Parent, as the case may be, may make Restricted Junior Payments (x) on the Closing Date, (1) pay cash dividends to consummate the Refinancing and the Merger and (2) JSCE to be used by JSCE solely to pay an advisory fee cash dividends to JPMorgan Partners SSCC in an aggregate amount not to exceed $5,000,000 accordance with and (y) on or before November 16, 2002, to consummate for the Existing Preferred Stock Purchase, purpose specified in clause (ii) (x) Borrower may make regularly scheduled payments of interest in respect of any Senior Subordinated Notes in accordance with the terms ofbelow, if and only to the extent required by, and subject to the subordination provisions contained in, the Senior Subordinated Note Indenture, as such indenture may be amended from time to time to the extent permitted under subsection 7.12Bby applicable law, if, at the time of such payment and immediately after giving effect thereto, (yx) Parent may make regularly scheduled payments of interest in kind in respect of any Parent Junior Subordinated Notes in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the Parent Junior Subordinated Note Indenture, as such agreement may be amended from time to time to the extent permitted under subsection 7.12B, and (z) after the fifth anniversary of the Parent Junior Subordinated Notes Issue Date and, so long as no Event of Default or Potential Event of Default shall have occurred and be continuing on and (y) the date aggregate amount of such Restricted Junior Payment dividends, together with the aggregate amount of all other cash dividends paid by the Borrower in the fiscal year in which the dividend is declared or proposed to be madepaid, nor would an Event shall not exceed the least of Default or Potential Event (A) the Borrower's Portion of Default result from the making of such Restricted Junior PaymentExcess Cash Flow, (1B) Parent 25% of Consolidated Net Income for the fiscal year preceding the year in which the dividend is proposed to be paid and (C) $22,200,000, (ii) JSCE may make regularly scheduled payments pay cash dividends to SSCC and SSCC may pay like dividends to the holders of interest in cash in respect of any Parent Junior Subordinated Notes in accordance its Common Stock substantially contemporaneously with the terms of, payment of and subject out of the proceeds of the dividends referred to the subordination provisions contained in, the Parent Junior Subordinated Note Indenture, as such agreement may be amended from time to time to the extent permitted under subsection 7.12B and (2) Borrower may make Restricted Junior Payments to Parent in an amount necessary to permit Parent to make Restricted Junior Payments in accordance with the immediately preceding clause (z)(1), so long as Parent applies the amount of any such Restricted Junior Payment for such purposei) above, (iii) the Borrower and JSCE may pay the Restatement Date Dividends and SSCC may make Restricted Junior Payments to Parent (a) in an aggregate amount not to exceed $500,000 in any Fiscal Year, to the extent necessary to permit Parent to pay its overhead expenses Stone Capital Contribution and (b) in an amount necessary to permit Parent to discharge the consolidated tax liabilities of Parent and its Subsidiaries paid in cash, in each case so long as Parent applies the amount of any such Restricted Junior Payment for such purpose, (iv) the Borrower may make Restricted Junior Payments pay cash dividends to JSCE and JSCE may pay like dividends to SSCC solely for the purpose of making Additional Costs Stone Capital Contributions in accordance with Section 7.04(g) if, at the definition time of Additional Costssuch payment and immediately after giving effect thereto, and (v) so long as (A) no Event of Default or Potential Event of Default shall have occurred and be continuing continuing. The limitations of this Section 7.06 shall not prohibit JSCE or SSCC from paying a dividend in accordance with clauses (i) and (ii) above within 60 days after declaration thereof if, on the date declaration date, such Restricted Junior Payment is declared dividend could have been paid in compliance with this Section 7.06. (c) Notwithstanding the provisions of Section 7.06(a), the Borrower may purchase in the open market shares of Common Stock ("MIP Shares") or options to purchase shares of Common Stock ("MIP Options"), provided that (i) the sum of (x) the aggregate purchase price of all MIP Shares (whether purchased directly in the open market or upon the exercise of MIP Options) and (y) the aggregate purchase price of all MIP Options, together with the aggregate purchase price of all shares of JSG purchased and excluded from the term "Investments", in each case in such fiscal year shall not exceed $15,000,000, (ii) MIP Shares, including those purchased upon the exercise of MIP Options, shall be madepurchased exclusively for subsequent distribution as additional compensation to employees of the Borrower pursuant to its management incentive program, nor would an (iii) the Borrower shall not knowingly purchase any MIP Shares from any Affiliate (acting as principal in such transaction) of the Borrower and (iv) at the time of any such purchase and immediately after giving effect thereto, no Default or Event of Default or Potential Event of Default result from the making of such Restricted Junior Payment, shall have occurred and be continuing. (Bd) after giving effect In addition to the making requirements of such Restricted Junior Payment Borrower Section 10.08(b), which shall be in pro forma compliance with each unaffected hereby, no waiver, amendment or modification to (i) the definition of the covenants contained in subsection 7.6 for term "Additional Stone Capital Contributions" or the most recent full Fiscal Quarter immediately preceding the date of the payment of such Restricted Junior Payment for which the relevant financial information has been delivered pursuant to clauses term "Supermajority Lenders," (ii) and Section 7.06(b)(iv), (iii) this Section 7.06(d) or (iv) any other provision of subsection 6.1, and (C) Borrower shall have delivered to Administrative Agent an Officer's Certificate in form and substance satisfactory to Administrative Agent (including a calculation of the compliance with the covenants contained in subsection 7.6) certifying as to the accuracy of the foregoing clauses (A) and (B) above, (1) Borrower may make this Agreement which would permit Restricted Junior Payments or Investments to Parent be made (directly or indirectly) by any Person, the proceeds of which are paid, in whole or in part, to the extent necessary to permit Parent to purchase, redeem, acquire or otherwise retire for value shares of Capital Stock of Parent held by directors, officers or employees of Parent or Borrower Stone or any of their respective Subsidiaries, or options on any such shares or related stock appreciation rights or similar securities owned by such directors, officers or employees (or their estates Stone's subsidiaries in excess of beneficiaries those permitted under their estates), in all cases only upon death, disability, retirement, termination of employment or pursuant to the terms of such stock option plan or any other agreement under which such shares of Capital Stock, options, related rights or similar securities were issued, in an aggregate amount not to exceed $2,500,000 in any Fiscal Year; provided that Borrower may carry forward to each succeeding Fiscal Year the aggregate amount of Restricted Payments permitted (but not made) pursuant to this subsection 7.5(v)(1) in prior Fiscal Years, with up to a maximum amount of $7,000,000 over the term of this Agreement and (2) Borrower may make Restricted Junior Payments in an aggregate amount not to exceed $2,000,000 in any Fiscal Year; provided that Borrower may carry forward to each succeeding Fiscal Year the aggregate amount of Restricted Payments permitted (but not made) pursuant to this subsection 7.5(v)(2) in prior Fiscal Years, with up to a maximum amount of $5,000,000 during the term of this Agreement.terms

Restricted Junior Payments. Parent and Borrower No Credit Party shall, nor shall not, and shall not it permit any of their respective its Subsidiaries through any manner or means or through any other Person to, directly or indirectly, declare, order, pay, make or set apart apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted Junior Payment; provided that , except (ia) Borrower and Parent, as the case may be, may make Restricted Junior Payments (x) on the Closing Date, (1) to consummate the Refinancing and the Merger and (2) to pay an advisory fee to JPMorgan Partners in an aggregate amount not to exceed $5,000,000 and (y) on or before November 16, 2002, to consummate the Existing Preferred Stock Purchase, (ii) (x) Borrower Company may make regularly scheduled payments of interest in respect of any the Senior Subordinated Notes or any other Subordinated Indebtedness in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the Senior Subordinated Note Notes Indenture, as in the case of the Senior Subordinated Notes, and the indenture or other agreement pursuant to which such indenture may Subordinated Indebtedness was issued, in the case of any other Subordinated Indebtedness; (b) dividends or distributions payable to Company or any Guarantor Subsidiary or to all holders (other than any Parent Company that is not a Guarantor) of 126 Capital Stock of a Subsidiary on a pro rata basis, taking into account the relative preferences, if any, of the various classes of equity interests in each Subsidiary; provided that any dividends or distributions to any Parent Company pursuant to this clause shall only be amended from time to time allowed to the extent permitted under subsection 7.12Bsuch Parent Company immediately contributes such dividend or distribution as common equity to Company or the Subsidiary that made the dividend or distribution; (c) any dividend, (y) Parent may make regularly scheduled payments payment or distribution to occur as part of interest the Transactions on the Closing Date in kind in respect of any Parent Junior Subordinated Notes in accordance connection with the terms of, and only to amalgamation under the extent required by, and subject to the subordination provisions contained in, the Parent Junior Subordinated Note Indenture, as such agreement may be amended from time to time to the extent permitted under subsection 7.12B, and Merger Agreement; (zd) after the fifth anniversary of the Parent Junior Subordinated Notes Issue Date and, so long as no Event of Default or Potential Event of Default shall have occurred and be continuing on the date such Restricted Junior Payment is declared or to be made, nor would an Event of Default or Potential Event of Default result from the making of such Restricted Junior Payment, (1) Parent may make regularly scheduled payments of interest in cash in respect of any Parent Junior Subordinated Notes in accordance with the terms of, and subject to the subordination provisions contained in, the Parent Junior Subordinated Note Indenture, as such agreement may be amended from time to time to the extent permitted under subsection 7.12B and (2) Borrower Company may make Restricted Junior Payments to or on behalf of any Parent Company in an amount necessary sufficient to permit pay out-of-pocket legal, accounting and filing and other general corporate overhead costs of such Parent Company actually incurred by such Parent Company and franchise taxes and other fees required to make Restricted Junior Payments maintain its existence, in accordance with the immediately preceding clause (z)(1), so long as Parent applies the amount of any such Restricted Junior Payment for such purpose, (iii) Borrower may make Restricted Junior Payments to Parent (a) case in an aggregate amount not to exceed $500,000 U.S.$2.0 million in any Fiscal Yearcalendar year; (e) so long as no Default or Event of Default exists, the repurchase, redemption or other acquisition or retirement for value of any Capital Stock of Company or any Guarantor Subsidiary, or payments by Company to any Parent Company to permit, and which are used by, any Parent Company to repurchase, redeem or otherwise acquire or retire for value any Capital Stock of any Parent Company, in each case, held by any current or former officer, director, consultant or employee of Company or any Guarantor Subsidiary (or permitted transferees, assigns, estates or heirs of the foregoing); provided that the aggregate price paid for all Capital Stock repurchased, redeemed, acquired or retired pursuant to this clause (e), net of proceeds received by or contributed to Company and Guarantor Subsidiaries from sales or resales of any Capital Stock purchased pursuant to this clause (e) and net of repayment of loans related to such Capital Stock made by a Credit Party pursuant to Section 6.7(f) and repaid in connection with such repurchase, redemption, acquisition or retirement, shall not exceed U.S.$2.5 million in any calendar year, with unused amounts being carried over for availability in the following calendar year, but not in any calendar year thereafter, and with the amount expended in any calendar year first being deemed to come from the amount allocated to such calendar year before giving effect to any carryover; (f) to the extent that Company or one or more of its Subsidiaries are members of a consolidated, combined or similar income tax group of which a direct or indirect parent of Company is the common parent, Company and its Subsidiaries may make Restricted Junior Payments pursuant to a tax sharing agreement or otherwise to the extent necessary to permit Parent pay, and which are used to pay its overhead expenses and (b) in an amount necessary pay, any income taxes of such tax group that are attributable to permit Parent to discharge the consolidated tax liabilities of Parent and Company and/or its Subsidiaries paid in cash(including, in each case so long for the avoidance of doubt, any U.S. income taxes (net of applicable foreign tax credits) imposed on a direct or indirect parent of Company pursuant to Section 951 of the Internal Revenue Code, as Parent applies amended (or any comparable provision of any state or local law), that is attributable to the ownership of stock of a Subsidiary by Company or any direct or indirect parent of Company ("SECTION 951 TAXES")) and are not payable directly by Company and/or its Subsidiaries; provided that the amount of any such Restricted Junior Payment for dividends or distributions (plus any 127 such purpose, (ivtaxes payable directly by Company and/or its Subsidiaries) Borrower may make Restricted Junior Payments to pay Additional Costs in accordance with shall not exceed the definition of Additional Costs, and (v) so long as (A) no Event of Default or Potential Event of Default shall have occurred and be continuing on the date such Restricted Junior Payment is declared or to be made, nor would an Event of Default or Potential Event of Default result from the making amount of such Restricted Junior Paymenttaxes that would have been payable directly by Company and/or its Subsidiaries had Company been the U.S. common parent of a separate tax group that included only Company and its Subsidiaries and assuming that all the stock of any Subsidiary that gives rise to Section 951 Taxes was owned by Company (and not partly by any direct or indirect parent of Company); and (g) Company may prepay, (B) after giving effect to the making of such Restricted Junior Payment Borrower shall be in pro forma compliance with each of the covenants contained in subsection 7.6 for the most recent full Fiscal Quarter immediately preceding the date of the payment of such Restricted Junior Payment for which the relevant financial information has been delivered pursuant to clauses (ii) and (iii) of subsection 6.1, and (C) Borrower shall have delivered to Administrative Agent an Officer's Certificate in form and substance satisfactory to Administrative Agent (including a calculation of the compliance with the covenants contained in subsection 7.6) certifying as to the accuracy of the foregoing clauses (A) and (B) above, (1) Borrower may make Restricted Junior Payments to Parent to the extent necessary to permit Parent to purchasedefease, redeem, repurchase or otherwise acquire or otherwise retire for value shares any Subordinated Indebtedness with the proceeds received from any contribution to its common equity capital financed by the substantially concurrent issue and sale of Qualified Capital Stock of by any Parent held by directors, officers or employees of Parent or Borrower or any of their respective Subsidiaries, or options on any such shares or related stock appreciation rights or similar securities owned by such directors, officers or employees (or their estates of beneficiaries under their estates), in all cases only upon death, disability, retirement, termination of employment or Company which is not required to be applied pursuant to the terms of such stock option plan or any other agreement under which such shares of Capital Stock, options, related rights or similar securities were issued, in an aggregate amount not to exceed $2,500,000 in any Fiscal Year; provided that Borrower may carry forward to each succeeding Fiscal Year the aggregate amount of Restricted Payments permitted (but not made) pursuant to this subsection 7.5(v)(1) in prior Fiscal Years, with up to a maximum amount of $7,000,000 over the term of this Agreement and (2) Borrower may make Restricted Junior Payments in an aggregate amount not to exceed $2,000,000 in any Fiscal Year; provided that Borrower may carry forward to each succeeding Fiscal Year the aggregate amount of Restricted Payments permitted (but not made) pursuant to this subsection 7.5(v)(2) in prior Fiscal Years, with up to a maximum amount of $5,000,000 during the term of this AgreementSection 2.16(c).

Restricted Junior Payments. Parent and Borrower shall not, and shall not permit any of their respective Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for Make any Restricted Junior Payment; provided that provided, however, that, so long as it is permitted by law: (ia) Borrower and Parent, may declare or pay any dividend or make any other payment or distribution to its then current employees pursuant to Borrower’s deferred compensation plans as the case may be, may make Restricted Junior Payments (x) in effect on the Closing Date, ; (1) to consummate the Refinancing and the Merger and (2) to pay an advisory fee to JPMorgan Partners in an aggregate amount not to exceed $5,000,000 and (y) on or before November 16, 2002, to consummate the Existing Preferred Stock Purchase, (ii) (xb) Borrower may make regularly scheduled payments of interest in respect distributions to former employees, officers, or directors (or any spouses, ex-spouses, or estates of any Senior Subordinated Notes in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the Senior Subordinated Note Indenture, as such indenture may be amended from time to time to the extent permitted under subsection 7.12B, (y) Parent may make regularly scheduled payments of interest in kind in respect of any Parent Junior Subordinated Notes in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the Parent Junior Subordinated Note Indenture, as such agreement may be amended from time to time to the extent permitted under subsection 7.12B, and (z) after the fifth anniversary of the Parent Junior Subordinated Notes Issue Date andforegoing), so long as no Default or Event of Default has occurred and is continuing or Potential would result therefrom, (i) on account of redemptions of Stock of Borrower held by such Persons, provided that no redemptions shall be made under this clause (b ) (i) if a Triggering Event has occurred and is continuing or would result therefrom and the aggregate amount of such redemptions made by Borrower plus the aggregate amount of Indebtedness described in clause (j) of the definition of Permitted Indebtedness would exceed $750,000 in any 12 month period, and (ii) solely in the form of forgiveness of Indebtedness of such Persons owing to Borrower on account of repurchases of the Stock of Borrower held by such Persons; provided that such Indebtedness was incurred by such Persons solely to acquire Stock of Borrower; (c) So long as Excess Liquidity is equal to or greater than 25% of the Revolving Commitments both before and after giving effect to any such actions, Borrower may make cash distributions to any of its shareholders on account of redemptions of Stock of Borrower held by such Persons, provided that such redemptions shall only be made under this paragraph (c) so long as no Default or Event of Default shall have has occurred and be is continuing on or would result therefrom; and (d) So long as Excess Liquidity is equal to or greater than 25% of the date Revolving Commitments both before and after giving effect to any such Restricted Junior Payment is declared or to be madeactions, nor would an Event of Default or Potential Event of Default result from the making of such Restricted Junior Payment, (1) Parent may make regularly scheduled payments of interest in cash in respect of any Parent Junior Subordinated Notes in accordance with the terms of, and subject to the subordination provisions contained in, the Parent Junior Subordinated Note Indenture, as such agreement may be amended from time to time to the extent permitted under subsection 7.12B and (2) Borrower may make Restricted Junior Payments declare and pay cash distributions and dividends to Parent in an amount necessary to permit Parent to make Restricted Junior Payments in accordance with the immediately preceding clause its shareholders, provided that such distribution or dividend shall only be made under this paragraph (z)(1), so long as Parent applies the amount of any such Restricted Junior Payment for such purpose, (iii) Borrower may make Restricted Junior Payments to Parent (a) in an aggregate amount not to exceed $500,000 in any Fiscal Year, to the extent necessary to permit Parent to pay its overhead expenses and (b) in an amount necessary to permit Parent to discharge the consolidated tax liabilities of Parent and its Subsidiaries paid in cash, in each case so long as Parent applies the amount of any such Restricted Junior Payment for such purpose, (iv) Borrower may make Restricted Junior Payments to pay Additional Costs in accordance with the definition of Additional Costs, and (vd) so long as (Ai) no Default or Event of Default or Potential Event of Default shall have has occurred and be is continuing on the date such Restricted Junior Payment is declared or to be made, nor would an Event of Default or Potential Event of Default result from the making of such Restricted Junior Payment, (B) after giving effect to the making of such Restricted Junior Payment Borrower shall be in pro forma compliance with each of the covenants contained in subsection 7.6 for the most recent full Fiscal Quarter immediately preceding the date of the payment of such Restricted Junior Payment for which the relevant financial information has been delivered pursuant to clauses (ii) and (iii) of subsection 6.1, and (C) Borrower shall have delivered to Administrative Agent an Officer's Certificate in form and substance satisfactory to Administrative Agent (including a calculation of the compliance with the covenants contained in subsection 7.6) certifying as to the accuracy of the foregoing clauses (A) and (B) above, (1) Borrower may make Restricted Junior Payments to Parent to the extent necessary to permit Parent to purchase, redeem, acquire or otherwise retire for value shares of Capital Stock of Parent held by directors, officers or employees of Parent or Borrower or any of their respective Subsidiaries, or options on any such shares or related stock appreciation rights or similar securities owned by such directors, officers or employees (or their estates of beneficiaries under their estates), in all cases only upon death, disability, retirement, termination of employment or pursuant to the terms of such stock option plan or any other agreement under which such shares of Capital Stock, options, related rights or similar securities were issued, in an aggregate amount not to exceed $2,500,000 in any Fiscal Year; provided that Borrower may carry forward to each succeeding Fiscal Year the aggregate amount of Restricted Payments permitted (but not made) pursuant to this subsection 7.5(v)(1) in prior Fiscal Years, with up to a maximum amount of $7,000,000 over the term of this Agreement and (2) Borrower may make Restricted Junior Payments in an aggregate amount not to exceed $2,000,000 in any Fiscal Year; provided that Borrower may carry forward to each succeeding Fiscal Year the aggregate amount of Restricted Payments permitted (but not made) pursuant to this subsection 7.5(v)(2) in prior Fiscal Years, with up to a maximum amount of $5,000,000 during the term of this Agreementtherefrom.

Restricted Junior Payments. Parent and Borrower shall will not, and shall will not permit any of their respective Subsidiaries Subsidiary to, directly or indirectly, indirectly declare, order, pay, make or set apart any sum for any Restricted Junior Payment; provided that (i) Borrower and Parentany dividend or other distribution, as the case may bedirect or indirect, may make Restricted Junior Payments (x) on the Closing Date, (1) to consummate the Refinancing and the Merger and (2) to pay an advisory fee to JPMorgan Partners in an aggregate amount not to exceed $5,000,000 and (y) on account of any shares of any class of its Equity Interests now or before November 16, 2002, to consummate the Existing Preferred Stock Purchase, hereafter outstanding; (ii) (x) Borrower may make regularly scheduled payments of interest in respect any redemption, conversion, exchange, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any Senior Subordinated Notes in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the Senior Subordinated Note Indenture, as such indenture may be amended from time to time to the extent permitted under subsection 7.12B, (y) Parent may make regularly scheduled payments of interest in kind in respect of any Parent Junior Subordinated Notes in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the Parent Junior Subordinated Note Indenture, as such agreement may be amended from time to time to the extent permitted under subsection 7.12B, and (z) after the fifth anniversary of the Parent Junior Subordinated Notes Issue Date and, so long as no Event of Default its Equity Interests now or Potential Event of Default shall have occurred and be continuing on the date such Restricted Junior Payment is declared hereafter outstanding; or to be made, nor would an Event of Default or Potential Event of Default result from the making of such Restricted Junior Payment, (1) Parent may make regularly scheduled payments of interest in cash in respect of any Parent Junior Subordinated Notes in accordance with the terms of, and subject to the subordination provisions contained in, the Parent Junior Subordinated Note Indenture, as such agreement may be amended from time to time to the extent permitted under subsection 7.12B and (2) Borrower may make Restricted Junior Payments to Parent in an amount necessary to permit Parent to make Restricted Junior Payments in accordance with the immediately preceding clause (z)(1), so long as Parent applies the amount of any such Restricted Junior Payment for such purpose, (iii) Borrower may make Restricted Junior Payments any payment made to Parent retire, or to obtain the surrender of, any of its Equity Interests now or hereafter outstanding except: (a) in an aggregate amount not Any Subsidiary may make, declare and pay dividends and make other distributions with respect to exceed $500,000 in any Fiscal Year, their Equity Interests to the extent necessary to permit Parent each Borrower to pay its overhead the Obligations and to pay expenses and taxes incurred in the ordinary course of business; (b) in an amount necessary to permit Parent to discharge the consolidated tax liabilities of Parent and any Subsidiary may declare and pay dividends on their common stock payable solely in shares of common stock; (c) Parent and each Subsidiary may repurchase its Subsidiaries paid in cashcommon stock or any warrants or options to purchase its common stock from its officers and employees who received such stock or options from an employee stock option or ownership plan established by Parent and each Subsidiary (including repurchases arising as a result of the death, in each case so long as Parent applies the amount disability or termination of any such Restricted Junior Payment officers and employees); provided that (a) the aggregate amount paid for such purposerepurchases by the Parent and all Subsidiaries in any Fiscal Year does not exceed Five Hundred Thousand Dollars ($500,000), (iv) Borrower may make Restricted Junior Payments to pay Additional Costs in accordance with the definition of Additional Costs, and (v) so long as (Ab) no Event of Default exists or Potential Event of Default shall have occurred and be continuing on the date such Restricted Junior Payment is declared or to be made, nor would an Event of Default or Potential Event of Default result from the making of such Restricted Junior Paymenttherefrom, (Bc) after giving effect to the making of such Restricted Junior Payment Borrower shall be in pro forma compliance with each average daily balances of the covenants contained in subsection 7.6 sum of the Borrower's cash, cash equivalents and the Aggregate Borrowing Availability for the most recent full Fiscal Quarter immediately preceding thirty (30) day period prior to the date of the payment repurchase and calculated as if the repurchase had occurred on the first (1st) day of such Restricted Junior Payment for which period, shall equal or exceed Two Million Dollars ($2,000,000), (d) the relevant financial information has been delivered pursuant to clauses (ii) repurchase is permitted by the Indenture and (iii) of subsection 6.1the First Union Loan Agreement, and (Ce) Borrower Parent shall have delivered to Administrative provided Agent an Officer's Certificate in form and substance satisfactory to Administrative Agent evidence of its compliance with clause (including a calculation c) preceding on the date of the compliance with the covenants contained in subsection 7.6) certifying as to the accuracy of the foregoing clauses (A) and (B) above, (1) Borrower may make Restricted Junior Payments to Parent to the extent necessary to permit Parent to purchase, redeem, acquire or otherwise retire for value shares of Capital Stock of Parent held by directors, officers or employees of Parent or Borrower or any of their respective Subsidiaries, or options on any such shares or related stock appreciation rights or similar securities owned by such directors, officers or employees (or their estates of beneficiaries under their estates), in all cases only upon death, disability, retirement, termination of employment or pursuant to the terms of such stock option plan or any other agreement under which such shares of Capital Stock, options, related rights or similar securities were issued, in an aggregate amount not to exceed $2,500,000 in any Fiscal Year; provided that Borrower may carry forward to each succeeding Fiscal Year the aggregate amount of Restricted Payments permitted (but not made) pursuant to this subsection 7.5(v)(1) in prior Fiscal Years, with up to a maximum amount of $7,000,000 over the term of this Agreement and (2) Borrower may make Restricted Junior Payments in an aggregate amount not to exceed $2,000,000 in any Fiscal Year; provided that Borrower may carry forward to each succeeding Fiscal Year the aggregate amount of Restricted Payments permitted (but not made) pursuant to this subsection 7.5(v)(2) in prior Fiscal Years, with up to a maximum amount of $5,000,000 during the term of this Agreementproposed repurchase.

Restricted Junior Payments. Parent and Borrower No Credit Party shall, nor shall not, and shall not it permit any of their respective its Restricted Subsidiaries through any manner or means or through any other Person to, directly or indirectly, declare, order, pay, make or set apart apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted Junior Payment; provided that Payment except that: (a) (i) Borrower Parent and Parent, as the case may be, may make its Restricted Junior Payments (x) on the Closing Date, (1) to consummate the Refinancing and the Merger and (2) to pay an advisory fee to JPMorgan Partners in an aggregate amount not to exceed $5,000,000 and (y) on or before November 16, 2002, to consummate the Existing Preferred Stock Purchase, (ii) (x) Borrower Subsidiaries may make regularly scheduled payments of principal, interest and fees due in respect of any Senior Subordinated Notes Junior Indebtedness, in accordance with the terms ofcase of subordinated debt, and only to the extent required by, and subject to the subordination provisions contained in, the Senior Subordinated Note Indenture, as such indenture may be amended from time to time to the extent permitted under subsection 7.12B, (y) Parent may make regularly scheduled payments of interest in kind in respect of any Parent Junior Subordinated Notes in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the Parent Junior Subordinated Note Indenture, as such agreement may be amended from time to time to the extent permitted under subsection 7.12B, and (z) after the fifth anniversary of the Parent Junior Subordinated Notes Issue Date and, so long as no Event of Default or Potential Event of Default shall have occurred and be continuing on the date such Restricted Junior Payment is declared or to be made, nor would an Event of Default or Potential Event of Default result from the making of such Restricted Junior Payment, (1) Parent may make regularly scheduled payments of interest in cash in respect of any Parent Junior Subordinated Notes in accordance with the terms of, and subject to the any subordination provisions contained in, in the Parent Junior Subordinated Note Indenture, as indenture or other agreement pursuant to which such agreement may be amended from time to time to the extent permitted under subsection 7.12B Indebtedness was subordinated and (2ii) Borrower in the case of any such Indebtedness owed to any Credit Party, Restricted Subsidiaries of Parent may make Restricted Junior Payments to Parent in an amount necessary to permit Parent allow it to make Restricted Junior Payments the payments referred to in accordance with the immediately preceding clause (z)(1)i) hereof to such Credit Party, so long as Parent applies the amount of any such Restricted Junior Payment for such purpose, purposes promptly upon receipt thereof; (iiib) Borrower Restricted Subsidiaries of Parent may make Restricted Junior Payments to Parent (adirectly or through other Restricted Subsidiaries of Parent) in an aggregate amount not to exceed $500,000 in any Fiscal Year, (i) to the extent necessary to permit Parent to pay its overhead expenses legal, accounting and reporting expenses, (bii) in an amount to the extent necessary to permit Parent to pay general administrative costs and expenses, general corporate operating and overhead costs and to pay reasonable directors fees and expenses, (iii) to the extent necessary to permit Parent to pay franchise fees or similar taxes and fees required to maintain its organizational existence, (iv) to the extent necessary to pay fees and expenses related to debt or equity offerings of Parent and (v) to the extent necessary to permit Parent or any relevant Parent Company to discharge the consolidated U.S. federal, state or local income tax liabilities of Parent, its Restricted Subsidiaries and any such Parent Company in respect thereof but with respect to any taxable period not in excess of the U.S. federal, state, or local income tax liabilities that would have been payable by Borrower and its Subsidiaries paid in cashif Borrower and such Subsidiaries had been a stand-alone corporate tax group for all taxable periods ending after the Closing Date, in each case described in clauses (i) through (v), solely to the extent arising in connection with or as a consequence of the business, operations or existence of the Restricted Subsidiaries of Parent, and so long as Parent applies the amount of any such Restricted Junior Payment for such purpose, purposes promptly upon receipt thereof; (ivc) Borrower Parent and its Restricted Subsidiaries may make Restricted Junior Payments consisting of the cashless exercise of options and warrants in respect of Equity Interests of Parent or any of its Restricted Subsidiaries; (d) Parent and its Restricted Subsidiaries may declare and pay dividends or make other distributions or consummate irrevocable redemption to purchase or redeem, or may purchase or redeem, the Equity Interests of Parent or any of its Restricted Subsidiaries (including related profit interests) held by or for the benefit of then present or former officers or employees of Parent or any of its Restricted Subsidiaries upon such Person’s death, disability, retirement or termination of employment or under the terms of any benefit plan or agreement relating to such shares of stock or related rights; provided, that the aggregate amount of such cash purchases or redemptions shall not exceed $10,000,000.00 in any Fiscal Year (with unused amounts in any Fiscal Year being carried over to succeeding two Fiscal Years); (e) any Restricted Subsidiary of Parent may declare and pay Additional Costs in accordance with the definition of Additional Costs, dividends or make other distributions ratably to its equityholders and may declare and pay dividends or make other distributions to each Credit Party that holds its Equity Interests; (vf) Parent and its Restricted Subsidiaries may make additional Restricted Junior Payments so long as at the time thereof and after giving effect thereto (A) no Event of Default or Potential Event of Default shall have occurred and be continuing on the date such Restricted Junior Payment is declared or to be made, nor would an Event of Default or Potential Event of Default result from the making of such Restricted Junior Paymentcontinuing, (B) after giving effect to the making of such Restricted Junior Payment Borrower Total Net Leverage Ratio shall be in pro forma compliance with each not exceed 4.45:1.00 calculated on a Pro Forma Basis as of the covenants contained in subsection 7.6 for last day of the most recent full recently ended Fiscal Quarter immediately preceding the date of the payment of such Restricted Junior Payment for which the relevant financial information has statements have been delivered pursuant to clauses Section 5.1(a) or (ii) and b), as applicable (iii) or, prior to the first delivery of subsection 6.1financial statements thereunder, for the four-Fiscal Quarter period ended September 30, 2015, as set forth in the Historical Financial Statements therefor), and (C) Borrower shall have delivered to Administrative Agent an Officer's Certificate in form and substance satisfactory to Administrative Agent (including a calculation at the time of the compliance with making thereof, the covenants contained aggregate amount of each Restricted Junior Payment made in subsection 7.6reliance on this clause (f) certifying shall not exceed the Available Basket Amount at such time; (g) Parent may make additional Restricted Junior Payments so long as to at the accuracy time of the foregoing clauses declaration thereof, (A) no Default or Event of Default exists or would result therefrom and (B) abovethe Total Net Leverage Ratio would not exceed 3.00:1.00 calculated on a Pro Forma Basis as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.1(a) or (b), as applicable (1or, prior to the first delivery of financial statements thereunder, for the four-Fiscal Quarter period ended September 30, 2015, as set forth in the Historical Financial Statements therefor); (h) Borrower any further payments directly or indirectly to AZC Holding Company LLC on account of earn-outs, “true-up” or purchase price adjustments pursuant to the terms of the Stock Purchase Agreement; and (i) Parent may apply the proceeds of substantially contemporaneous payments received by Parent from its Restricted Subsidiaries to repay, in whole or in part, intercompany Indebtedness owed to any Credit Party and (ii) Restricted Subsidiaries of Parent may make Restricted Junior Payments to Parent to allow it to make the extent necessary payments referred to permit in clause (j) hereof, so long as Parent to purchase, redeem, acquire or otherwise retire for value shares applies the amount of Capital Stock of Parent held by directors, officers or employees of Parent or Borrower or any of their respective Subsidiaries, or options on any such shares or related stock appreciation rights or similar securities owned by such directors, officers or employees (or their estates of beneficiaries under their estates), in all cases only upon death, disability, retirement, termination of employment or pursuant to the terms of such stock option plan or any other agreement under which such shares of Capital Stock, options, related rights or similar securities were issued, in an aggregate amount not to exceed $2,500,000 in any Fiscal Year; provided that Borrower may carry forward to each succeeding Fiscal Year the aggregate amount of Restricted Payments permitted (but not made) pursuant to this subsection 7.5(v)(1) in prior Fiscal Years, with up to a maximum amount of $7,000,000 over the term of this Agreement and (2) Borrower may make Restricted Junior Payments in an aggregate amount not to exceed $2,000,000 in any Fiscal Year; provided that Borrower may carry forward to each succeeding Fiscal Year the aggregate amount of Restricted Payments permitted (but not made) pursuant to this subsection 7.5(v)(2) in prior Fiscal Years, with up to a maximum amount of $5,000,000 during the term of this AgreementPayment for such purposes promptly upon receipt thereof.

Restricted Junior Payments. Parent Borrower will not and Borrower shall not, and shall will not permit any of their respective -------------------------- its Subsidiaries to, to directly or indirectly, indirectly declare, order, pay, make or set apart any sum for any Restricted Junior Payment, except that: (a) Borrower may make payments and distributions to Company that are used by Company to pay federal and state income taxes then due and owing, franchise taxes and other similar licensing expenses incurred in the ordinary course of business; provided that Borrower's aggregate contribution to taxes as a -------- result of the filing of a consolidated return by Company shall not be greater, nor the aggregate receipt of tax benefits less, than they would have been had Borrower not filed a consolidated return with Company; (ib) a Subsidiary of Borrower and Parent, as the case may be, may make Restricted Junior Payments dividends or other distributions to the Borrower or any other Subsidiary of Borrower; and (xc) on provided no Default or Event of Default has occurred and is continuing or would arise as a result thereof, at any time subsequent to the first anniversary of the Closing Date, so long as the Stockholder's Equity exceeds Borrower's Required Equity (1) to consummate the Refinancing and the Merger and (2) to pay an advisory fee to JPMorgan Partners in an aggregate amount not to exceed $5,000,000 and (y) on or before November 16, 2002, to consummate the Existing Preferred Stock Purchase, (ii) (x) Borrower may make regularly scheduled payments of interest in respect of any Senior Subordinated Notes as determined in accordance with the terms ofSchedule 1 of Borrower's most recent Borrowing Base Certificate) by the sum of (i) 115% of such Required Equity and (ii) the outstanding principal balance of loans made by Borrower pursuant to subsection 3.3(d) (the "Equity Ceiling"), Borrower may declare and pay dividends and may make other distributions to its holders of capital stock in an amount equal to the amount by which said Stockholder's Equity exceeds the Equity Ceiling, and only to the extent required by, and subject to the subordination provisions contained in, the Senior Subordinated Note Indenture, as such indenture may be amended from time to time to the extent permitted under subsection 7.12B, (y) Parent may make regularly scheduled payments of interest in kind in respect of any Parent Junior Subordinated Notes in accordance with the terms of, applicable law and only to the extent required by, Borrower's organizational and subject to the subordination provisions contained in, the Parent Junior Subordinated Note Indenture, as such agreement may be amended from time to time to the extent permitted under subsection 7.12B, and (z) after the fifth anniversary of the Parent Junior Subordinated Notes Issue Date and, so long as no Event of Default or Potential Event of Default shall have occurred and be continuing on the date such Restricted Junior Payment is declared or to be made, nor would an Event of Default or Potential Event of Default result from the making of such Restricted Junior Payment, (1) Parent may make regularly scheduled payments of interest in cash in respect of any Parent Junior Subordinated Notes in accordance with the terms of, and subject to the subordination provisions contained in, the Parent Junior Subordinated Note Indenture, as such agreement may be amended from time to time to the extent permitted under subsection 7.12B and (2) Borrower may make Restricted Junior Payments to Parent in an amount necessary to permit Parent to make Restricted Junior Payments in accordance with the immediately preceding clause (z)(1), so long as Parent applies the amount of any such Restricted Junior Payment for such purpose, (iii) Borrower may make Restricted Junior Payments to Parent (a) in an aggregate amount not to exceed $500,000 in any Fiscal Year, to the extent necessary to permit Parent to pay its overhead expenses and (b) in an amount necessary to permit Parent to discharge the consolidated tax liabilities of Parent and its Subsidiaries paid in cash, in each case so long as Parent applies the amount of any such Restricted Junior Payment for such purpose, (iv) Borrower may make Restricted Junior Payments to pay Additional Costs in accordance with the definition of Additional Costs, and (v) so long as (A) no Event of Default or Potential Event of Default shall have occurred and be continuing on the date such Restricted Junior Payment is declared or to be made, nor would an Event of Default or Potential Event of Default result from the making of such Restricted Junior Payment, (B) after giving effect to the making of such Restricted Junior Payment Borrower shall be in pro forma compliance with each of the covenants contained in subsection 7.6 for the most recent full Fiscal Quarter immediately preceding the date of the payment of such Restricted Junior Payment for which the relevant financial information has been delivered pursuant to clauses (ii) and (iii) of subsection 6.1, and (C) Borrower shall have delivered to Administrative Agent an Officer's Certificate in form and substance satisfactory to Administrative Agent (including a calculation of the compliance with the covenants contained in subsection 7.6) certifying as to the accuracy of the foregoing clauses (A) and (B) above, (1) Borrower may make Restricted Junior Payments to Parent to the extent necessary to permit Parent to purchase, redeem, acquire or otherwise retire for value shares of Capital Stock of Parent held by directors, officers or employees of Parent or Borrower or any of their respective Subsidiaries, or options on any such shares or related stock appreciation rights or similar securities owned by such directors, officers or employees (or their estates of beneficiaries under their estates), in all cases only upon death, disability, retirement, termination of employment or pursuant to the terms of such stock option plan or any other agreement under which such shares of Capital Stock, options, related rights or similar securities were issued, in an aggregate amount not to exceed $2,500,000 in any Fiscal Year; provided that Borrower may carry forward to each succeeding Fiscal Year the aggregate amount of Restricted Payments permitted (but not made) pursuant to this subsection 7.5(v)(1) in prior Fiscal Years, with up to a maximum amount of $7,000,000 over the term of this Agreement and (2) Borrower may make Restricted Junior Payments in an aggregate amount not to exceed $2,000,000 in any Fiscal Year; provided that Borrower may carry forward to each succeeding Fiscal Year the aggregate amount of Restricted Payments permitted (but not made) pursuant to this subsection 7.5(v)(2) in prior Fiscal Years, with up to a maximum amount of $5,000,000 during the term of this Agreementcorporate documents.

Restricted Junior Payments. Parent and Borrower shall not, and shall not permit any of their respective Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for Make any Restricted Junior Payment; provided provided, that (a) any Subsidiary of Parent may declare and pay dividends to a Loan Party (other than Parent), (b) any Subsidiary of Parent may pay dividends to Parent (i) Borrower in amounts necessary to pay customary expenses of the Parent in the ordinary course of its business as a public holding company (including salaries and related reasonable and customary expenses incurred by employees of the Parent) and (ii) in amounts necessary to pay taxes when due and owing by Parent, as (c) any Subsidiary of Parent or the case may be, applicable parent company of such Subsidiary may make Restricted Junior Payments to such Subsidiary's shareholders and employees and management personnel of such Subsidiary's shareholders pursuant to the terms of the shareholder agreements or similar agreements between such Subsidiary or the applicable parent company of such Subsidiary and such shareholders, including without limitation payments in respect of and pursuant to the Put Obligations, (d) so long as (i) no Default or Event of Default exists or would otherwise arise as a result thereof, (ii) Excess Availability, after giving effect thereto, exceeds the Applicable Excess Availability Amount and (iii) Availability, after giving effect thereto, exceeds the Applicable Availability Amount, Parent and any Subsidiary of Parent may repurchase from its employees Stock of Parent or such Subsidiary up to an aggregate amount, for all such repurchases by Parent and all Subsidiaries of Parent permitted pursuant to this clause (d), not to exceed $10,000,000 in any fiscal year; provided, that if the amount of repurchases permitted to be made in any fiscal year as set forth in the preceding clause (d) is greater than the actual amount of repurchases actually made pursuant to the preceding clause (d) in such fiscal year (the amount by which such permitted repurchases for such fiscal year exceeds the actual amount of repurchase made during such fiscal year, the "Excess Repurchase Amount"), then such Excess Repurchase Amount may be carried forward to the next succeeding fiscal year, (e) any Loan Party may make payments in respect of Earn-outs, (f) so long as (i) no Default or Event of Default exists or would otherwise arise as a result thereof, (ii) Excess Availability, after giving effect thereto, exceeds the Applicable Excess Availability Amount and (iii) Availability, after giving effect thereto, exceeds the Applicable Availability Amount, Parent may declare or pay dividends on account of Stock of Parent in an amount per fiscal year up to the product of (x) on the Closing DateAnnual Dividend Amount and (y) the number of outstanding shares of such Stock (including unvested restricted shares and/or shares included in restricted stock units granted pursuant to the Parent's 2011 Stock Incentive Plan or any successor plan, but excluding any shares issued in a stock split or similar transaction), and (g) so long as (i) no Default or Event of Default exists or would otherwise arise as a result thereof, (1ii) to consummate Excess Availability, after giving effect thereto, exceeds the Refinancing and the Merger Applicable Excess Availability Amount and (2iii) Availability, after giving effect thereto, exceeds the Applicable Availability Amount (such conditions, collectively, the "Restricted Junior Payment Basket Conditions"), Parent and its Subsidiaries may make Restricted Junior Payments in any fiscal year, not otherwise permitted pursuant to pay an advisory fee clauses (a) through (f) above, up to JPMorgan Partners in an aggregate amount not to exceed $5,000,000 an amount equal to (1) 85% of Excess Cash Flow for the period commencing January 1, 2012 and ending on the last day of the then most recently ended fiscal quarter less (y2) on or before November 16, 2002, to consummate the Existing Preferred Stock Purchase, (ii) sum of (x) Borrower may make regularly scheduled payments of interest in respect of any Senior Subordinated Notes in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the Senior Subordinated Note Indenture, as such indenture may be amended from time to time to the extent permitted under subsection 7.12B, (y) Parent may make regularly scheduled payments of interest in kind in respect of any Parent Junior Subordinated Notes in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the Parent Junior Subordinated Note Indenture, as such agreement may be amended from time to time to the extent permitted under subsection 7.12B, and (z) after the fifth anniversary of the Parent Junior Subordinated Notes Issue Date and, so long as no Event of Default or Potential Event of Default shall have occurred and be continuing on the date such Restricted Junior Payment is declared or to be made, nor would an Event of Default or Potential Event of Default result from the making of such Restricted Junior Payment, (1) Parent may make regularly scheduled payments of interest in cash in respect of any Parent Junior Subordinated Notes in accordance with the terms of, and subject to the subordination provisions contained in, the Parent Junior Subordinated Note Indenture, as such agreement may be amended from time to time to the extent permitted under subsection 7.12B and (2) Borrower may make Restricted Junior Payments to Parent in an amount necessary to permit Parent to make Restricted Junior Payments in accordance with the immediately preceding clause (z)(1), so long as Parent applies the amount of any such Restricted Junior Payment for such purpose, (iii) Borrower may make Restricted Junior Payments to Parent (a) in an aggregate amount not to exceed $500,000 in any Fiscal Year, to the extent necessary to permit Parent to pay its overhead expenses and (b) in an amount necessary to permit Parent to discharge the consolidated tax liabilities of Parent and its Subsidiaries paid in cash, in each case so long as Parent applies the amount of any such Restricted Junior Payment for such purpose, (iv) Borrower may make Restricted Junior Payments to pay Additional Costs in accordance with the definition of Additional Costs, and (v) so long as (A) no Event of Default or Potential Event of Default shall have occurred and be continuing on the date such Restricted Junior Payment is declared or to be made, nor would an Event of Default or Potential Event of Default result from the making of such Restricted Junior Payment, (B) after giving effect to the making of such Restricted Junior Payment Borrower shall be in pro forma compliance with each of the covenants contained in subsection 7.6 for the most recent full Fiscal Quarter immediately preceding the date of the payment of such Restricted Junior Payment for which the relevant financial information has been delivered pursuant to clauses (ii) and (iii) of subsection 6.1, and (C) Borrower shall have delivered to Administrative Agent an Officer's Certificate in form and substance satisfactory to Administrative Agent (including a calculation of the compliance with the covenants contained in subsection 7.6) certifying as to the accuracy of the foregoing clauses (A) and (B) above, (1) Borrower may make Restricted Junior Payments to Parent to the extent necessary to permit Parent to purchase, redeem, acquire or otherwise retire for value shares of Capital Stock of Parent held by directors, officers or employees of Parent or Borrower or any of their respective Subsidiaries, or options on any such shares or related stock appreciation rights or similar securities owned by such directors, officers or employees (or their estates of beneficiaries under their estates), in all cases only upon death, disability, retirement, termination of employment or pursuant to the terms of such stock option plan or any other agreement under which such shares of Capital Stock, options, related rights or similar securities were issued, in an aggregate amount not to exceed $2,500,000 in any Fiscal Year; provided that Borrower may carry forward to each succeeding Fiscal Year the aggregate amount of Restricted Junior Payments permitted (but not made) made pursuant to this subsection 7.5(v)(1clause (g) in prior Fiscal Years, with up to a maximum amount of $7,000,000 over the term and clause (f) of this Agreement Section 6.9 during the period commencing on January 1, 2013 and ending on such date and (2y) Borrower may make Restricted Junior Payments in an aggregate amount not to exceed $2,000,000 in any Fiscal Year; provided that Borrower may carry forward to each succeeding Fiscal Year the aggregate amount of Restricted Payments permitted (but not made) Investments made pursuant to this subsection 7.5(v)(2clause (t) in prior Fiscal Years, with up to a maximum amount of $5,000,000 the definition of "Permitted Investments" during the term period commencing January 1, 2013 and ending on such date. (h) Clause (ii) of this AgreementSection 6.11(b) of the Credit Agreement is hereby amended by deleting the reference to "$15,000,000" contained therein and inserting "$30,000,000" in lieu thereof. (i) Section 6.13 of the Credit Agreement is hereby amended and restated in its entirety as follows:

Restricted Junior Payments. Parent and Borrower No Loan Party shall, nor shall not, and shall not it permit any of their respective its Subsidiaries through any manner or means or through any other Person to, directly or indirectly, declare, order, pay, make or set apart apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted Junior Payment; , except the following: (a) any Company may declare and pay dividends or make other distributions ratably to its equity holders (provided that, other than in respect of Restricted Junior Payments made with amounts received directly or indirectly from South African Subsidiaries, no Loan Party or any of its Subsidiaries may declare and pay dividends pursuant to this Section 6.04(a) to any Person that is not a Loan Party); (ib) Borrower and Parent, as the case may be, any Subsidiary of Holdings may make Restricted Junior Payments to Holdings to the extent necessary to permit Holdings (x) on the Closing Date, (1) to consummate the Refinancing and the Merger and (2i) to pay an advisory fee to JPMorgan Partners general administrative costs and expenses, legal and accounting fees and other general corporate and overhead expenses incurred by Holdings in an aggregate amount not to exceed $5,000,000 and (y) on or before November 16, 2002, to consummate the Existing Preferred Stock Purchase, ordinary course of business; (ii) (xA) Borrower pay franchise taxes and other Tax obligations or fees required in each case to maintain its corporate existence and (B) pay Taxes which are due and payable by Holdings as part of a consolidated group or due to ownership of any interests in Subsidiaries that are not treated as corporations for applicable Tax purposes, in each case, to the extent such Taxes are attributable to Holdings and Subsidiaries of Holdings; (iii) pay auditing fees and expenses; (iv) pay directors fees, expenses and indemnities owing to directors of Holdings; and (v) pay fees and expenses incurred in connection with an initial public offering; provided however that other than due to Requirements of Law prohibiting the payment by one or more Subsidiaries of their proportionate share of Holdings’ liabilities noted in this Section 6.04(b) (or if any such payment would render one or more Subsidiaries insolvent or reasonably likely to become insolvent), each Subsidiary of Holdings may not pay more than its proportionate share of Holdings’ liabilities noted in this Section 6.04(b)); (c) Holdings or any Subsidiary may make regularly scheduled payments of interest in respect of any Senior Subordinated Notes Indebtedness for borrowed money in accordance with the terms of, and only to the extent required by, and subject the agreement pursuant to the subordination provisions contained in, the Senior Subordinated Note Indenture, as which such indenture may be amended from time to time to the extent permitted under subsection 7.12B, Indebtedness was issued; (yd) Parent Holdings or any Subsidiary may make (i) regularly scheduled payments of principal and interest in kind and mandatory prepayments of principal in respect of any Parent Junior Subordinated Notes Indebtedness for borrowed money, in accordance with the terms of, and only to the extent required by, the agreement pursuant to which such Indebtedness was issued; and subject (ii) so long as the Payment Conditions are satisfied at the time of such payment, voluntary payments of principal and interest in respect of any Permitted Indebtedness; (e) Tronox Inc may make payments in connection with the repurchase of the Tronox Exchangeable Election Shares in an amount equal to the subordination provisions contained in, per share purchase price set forth in the Parent Junior Subordinated Note Indenture, as such agreement may be amended from time Transaction Agreement (without giving effect to time to the extent permitted under subsection 7.12B, and (zany amendments thereto that are prohibited hereunder) after the fifth anniversary of the Parent Junior Subordinated Notes Issue Date and, so long as no Event of Default is then continuing or Potential Event of Default would result therefrom, but in no event shall have occurred and be continuing on the date such Restricted Junior Payments made pursuant to this Section 6.04(e) exceed the difference between the Merger Consideration Amount and the actual Merger Consideration Payment is declared or to be made, nor would an Event of Default or Potential Event of Default result from (each as defined in the making of such Term Loan Agreement); (f) (i) any Restricted Junior Payment, (1) Parent may make regularly scheduled payments of interest Payments made in cash connection with the Reorganization to Exxaro Sellers and their Affiliates or Holdings and its Subsidiaries that are referenced in the Transaction Summary and permitted under Section 6.19 but not to exceed the amounts set forth in the Transaction Summary in respect of any Parent Junior Subordinated Notes thereof; and (ii) the non-Cash distributions in connection with the Exxaro Acquisition to Exxaro Sellers and their Affiliates in accordance with the terms of, and subject Transaction Agreement; and (g) notwithstanding anything to the subordination provisions contrary contained inherein, the Parent Junior Subordinated Note Indenture, as such agreement may be amended from time to time to the extent permitted under subsection 7.12B and (2) Borrower Holdings may make Restricted Junior Payments to Parent in an amount necessary to permit Parent to make Restricted Junior Payments in accordance with the immediately preceding clause (z)(1permitted under Section 6.4(g), so long as Parent applies the amount of any such Restricted Junior Payment for such purpose(h), (iiii) Borrower may make Restricted Junior Payments to Parent (a) in an aggregate amount not to exceed $500,000 in any Fiscal Year, to the extent necessary to permit Parent to pay its overhead expenses and (bj) of the Term Loan Agreement (as in an amount necessary to permit Parent to discharge effect on the consolidated tax liabilities of Parent and its Subsidiaries paid in cash, in each case so long as Parent applies the amount of any such Restricted Junior Payment for such purpose, (iv) Borrower may make Restricted Junior Payments to pay Additional Costs in accordance with the definition of Additional Costs, and (vClosing Date) so long as (A) no Event of Default or Potential Event of Default shall have occurred and be continuing on the date such Restricted Junior Payment is declared or to be made, nor would an Event of Default or Potential Event of Default result from Conditions are satisfied at the making time of such Restricted Junior Payment, (B) after giving effect to the making of such Restricted Junior Payment Borrower shall be in pro forma compliance with each of the covenants contained in subsection 7.6 for the most recent full Fiscal Quarter immediately preceding the date of the payment of such Restricted Junior Payment for which the relevant financial information has been delivered pursuant to clauses (ii) and (iii) of subsection 6.1, and (C) Borrower shall have delivered to Administrative Agent an Officer's Certificate in form and substance satisfactory to Administrative Agent (including a calculation of the compliance with the covenants contained in subsection 7.6) certifying as to the accuracy of the foregoing clauses (A) and (B) above, (1) Borrower may make Restricted Junior Payments to Parent to the extent necessary to permit Parent to purchase, redeem, acquire or otherwise retire for value shares of Capital Stock of Parent held by directors, officers or employees of Parent or Borrower or any of their respective Subsidiaries, or options on any such shares or related stock appreciation rights or similar securities owned by such directors, officers or employees (or their estates of beneficiaries under their estates), in all cases only upon death, disability, retirement, termination of employment or pursuant to the terms of such stock option plan or any other agreement under which such shares of Capital Stock, options, related rights or similar securities were issued, in an aggregate amount not to exceed $2,500,000 in any Fiscal Year; provided that Borrower may carry forward to each succeeding Fiscal Year the aggregate amount of Restricted Payments permitted (but not made) pursuant to this subsection 7.5(v)(1) in prior Fiscal Years, with up to a maximum amount of $7,000,000 over the term of this Agreement and (2) Borrower may make Restricted Junior Payments in an aggregate amount not to exceed $2,000,000 in any Fiscal Year; provided that Borrower may carry forward to each succeeding Fiscal Year the aggregate amount of Restricted Payments permitted (but not made) pursuant to this subsection 7.5(v)(2) in prior Fiscal Years, with up to a maximum amount of $5,000,000 during the term of this Agreement.payment;

Restricted Junior Payments. Parent and Borrower shall notNo Principal Company will, and shall not no Principal Company will permit any of their respective its Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Junior Payment; provided that (ia) Borrower and Parent, as the case may be, any Subsidiary may make Restricted Junior Payments to such Principal Company or any Grantor (x) on the Closing Datewhether directly or indirectly through other Subsidiaries), (1b) so long as no Default or Event of Default has occurred and is continuing, such Principal Company and its Subsidiaries may (i) make payments and repayments of intercompany Indebtedness pursuant to consummate the Refinancing Intercompany Subordination Agreement and the Merger and (2) to pay an advisory fee to JPMorgan Partners in an aggregate amount not to exceed $5,000,000 and (y) on or before November 16, 2002, to consummate the Existing Preferred Stock Purchase, (ii) (x) Borrower may make regularly scheduled payments of interest in respect of any Senior Subordinated Notes Indebtedness in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the Senior indenture or other agreement pursuant to which such Subordinated Note IndentureIndebtedness was issued, as such indenture may be amended from time to time to the extent permitted under subsection 7.12B, (y) Parent may make regularly scheduled payments of interest in kind in respect of any Parent Junior Subordinated Notes in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the Parent Junior Subordinated Note Indenture, as such or other agreement may be amended from time to time to the extent permitted under subsection 7.12BSection 10.10(a), and (zc) after on the fifth anniversary First Amendment Effective Date, the Company may (i) convert all of the outstanding principal of the Shareholder Loans in exchange for convertible notes and/or common stock of the Parent Junior Subordinated Notes Issue Date and, so long as no Event at a price of Default or Potential Event of Default shall have occurred and be continuing on the date such Restricted Junior Payment is declared or to be made, nor would an Event of Default or Potential Event of Default result from the making of such Restricted Junior Payment, (1) Parent may make regularly scheduled payments of interest in cash in respect of any Parent Junior Subordinated Notes in accordance with the terms of, and subject $1 per share pursuant to the subordination provisions contained in, Investment Documents or (ii) if the Parent Junior Subordinated Note Indenture, as such agreement may be amended from time to time to the extent permitted under subsection 7.12B and (2) Borrower may make Restricted Junior Payments to Parent in an amount necessary to permit Parent to make Restricted Junior Payments in accordance with the immediately preceding clause (z)(1), so long as Parent applies the amount Company has Qualified Cash of any such Restricted Junior Payment for such purpose, (iii) Borrower may make Restricted Junior Payments to Parent (a) in an aggregate amount not to exceed at least $500,000 in any Fiscal Year, to the extent necessary to permit Parent to pay its overhead expenses and (b) in an amount necessary to permit Parent to discharge the consolidated tax liabilities of Parent and its Subsidiaries paid in cash, in each case so long as Parent applies the amount of any such Restricted Junior Payment for such purpose, (iv) Borrower may make Restricted Junior Payments to pay Additional Costs in accordance with the definition of Additional Costs, and (v) so long as (A) no Event of Default or Potential Event of Default shall have occurred and be continuing on the date such Restricted Junior Payment is declared or to be made, nor would an Event of Default or Potential Event of Default result from the making of such Restricted Junior Payment, (B) 20,000,000 after giving effect to the making of such Restricted Junior Payment Borrower shall be in pro forma compliance with each cash received pursuant to the Equity Investment, (x) convert all or a portion of the covenants contained in subsection 7.6 for the most recent full Fiscal Quarter immediately preceding the date outstanding principal of the payment Shareholder Loans in exchange for convertible notes and/or common stock of such Restricted Junior Payment for which the relevant financial information has been delivered Parent at a price of $1 per share pursuant to clauses (ii) the Investment Documents and (iiiy) repay up to one-half (1/2) of subsection 6.1, and (C) Borrower shall have delivered to Administrative Agent an Officer's Certificate in form and substance satisfactory to Administrative Agent (including a calculation the outstanding principal of the compliance with the covenants contained Shareholder Loans in subsection 7.6) certifying as cash such that after such conversion and/or repayment referred to the accuracy of in the foregoing clauses (Ac)(i) and or (B) above, (1) Borrower may make Restricted Junior Payments to Parent to the extent necessary to permit Parent to purchase, redeem, acquire or otherwise retire for value shares of Capital Stock of Parent held by directors, officers or employees of Parent or Borrower or any of their respective Subsidiaries, or options on any such shares or related stock appreciation rights or similar securities owned by such directors, officers or employees (or their estates of beneficiaries under their estatesii), the Shareholder Loans are no longer outstanding.” (r) Section 10.7 (Transactions with Affiliates) of the Credit Agreement is hereby amended and restated in all cases only upon death, disability, retirement, termination of employment or pursuant its entirety to the terms of such stock option plan or any other agreement under which such shares of Capital Stock, options, related rights or similar securities were issued, in an aggregate amount not to exceed $2,500,000 in any Fiscal Year; provided that Borrower may carry forward to each succeeding Fiscal Year the aggregate amount of Restricted Payments permitted (but not made) pursuant to this subsection 7.5(v)(1) in prior Fiscal Years, with up to a maximum amount of $7,000,000 over the term of this Agreement and (2) Borrower may make Restricted Junior Payments in an aggregate amount not to exceed $2,000,000 in any Fiscal Year; provided that Borrower may carry forward to each succeeding Fiscal Year the aggregate amount of Restricted Payments permitted (but not made) pursuant to this subsection 7.5(v)(2) in prior Fiscal Years, with up to a maximum amount of $5,000,000 during the term of this Agreement.read as follows:

Restricted Junior Payments. Parent and Borrower shall not, and shall not permit any of their respective Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for Make any Restricted Junior Payment; provided that provided, however, that, (a) Borrower may make a Restricted Junior Payment so long as (i) Borrower and Parent, as the case may be, may make Restricted Junior Payments (x) on the Closing Date, (1) to consummate the Refinancing and the Merger and (2) to pay an advisory fee to JPMorgan Partners in an aggregate amount not to exceed $5,000,000 and (y) on or before November 16, 2002, to consummate the Existing Preferred Stock Purchaseit is permitted by law, (ii) (x) Borrower may make regularly scheduled payments of interest in respect of any Senior Subordinated Notes in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the Senior Subordinated Note Indenture, as such indenture may be amended from time to time to the extent permitted under subsection 7.12B, (y) Parent may make regularly scheduled payments of interest in kind in respect of any Parent Junior Subordinated Notes in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the Parent Junior Subordinated Note Indenture, as such agreement may be amended from time to time to the extent permitted under subsection 7.12B, and (z) after the fifth anniversary of the Parent Junior Subordinated Notes Issue Date and, so long as no Event of Default or Potential Event of Default shall have occurred and be continuing on the date or would result therefrom, (iii) after giving effect to such Restricted Junior Payment Payment, Borrower is declared or in compliance with the financial covenants in Section 7 (regardless of whether a Trigger Period is in effect) for the 4 fiscal quarter period ended immediately prior to be made, nor would an Event of Default or Potential Event of Default result from the making of such Restricted Junior Payment, (1iv) Parent may make regularly scheduled payments the sum of interest in cash in respect of any Parent Junior Subordinated Notes in accordance with the terms of, and subject (A) Availability plus (B) Borrower's Qualified Cash is at least $50,000,000 immediately after giving effect to the subordination provisions contained in, the Parent Junior Subordinated Note Indenture, as such agreement may be amended from time to time to the extent permitted under subsection 7.12B and (2) Borrower may make Restricted Junior Payments to Parent in an amount necessary to permit Parent to make Restricted Junior Payments in accordance with the immediately preceding clause (z)(1), so long as Parent applies the amount of any such Restricted Junior Payment for such purpose, (iii) Borrower may make Restricted Junior Payments to Parent (a) in an aggregate amount not to exceed $500,000 in any Fiscal Year, to the extent necessary to permit Parent to pay its overhead expenses and (b) in an amount necessary to permit Parent to discharge the consolidated tax liabilities of Parent and its Subsidiaries paid in cash, in each case so long as Parent applies the amount of any such Restricted Junior Payment for such purpose, (iv) Borrower may make Restricted Junior Payments to pay Additional Costs in accordance with the definition of Additional CostsPayment, and (v) so Borrower has provided Agent with written confirmation, supported by reasonably detailed calculations, that Borrower would meet the test in the preceding clause (iv) on the last day of each of the 12 months following such Restricted Junior Payment, (b) So long as (A) no Event of Default or Potential Event of Default shall have occurred and be continuing on the date such Restricted Junior Payment is declared or to be madewould result therefrom, nor would an Event of Default or Potential Event of Default result from the making of such Restricted Junior Payment, (B) after giving effect to the making of such Restricted Junior Payment Borrower shall be in pro forma compliance with each of the covenants contained in subsection 7.6 for the most recent full Fiscal Quarter immediately preceding the date of the payment of such Restricted Junior Payment for which the relevant financial information has been delivered pursuant to clauses (ii) and (iii) of subsection 6.1, and (C) Borrower shall have delivered to Administrative Agent an Officer's Certificate in form and substance satisfactory to Administrative Agent (including a calculation of the compliance with the covenants contained in subsection 7.6) certifying as to the accuracy of the foregoing clauses (A) and (B) above, (1) Borrower may make Restricted Junior Payments distributions to Parent to former employees, officers, or directors of Borrower (or any spouses, ex-spouses, or estates of any of the extent necessary to permit Parent to purchase, redeem, acquire or otherwise retire for value shares foregoing) on account of Capital redemptions of Stock of Parent Borrower held by directorssuch Persons, officers or employees of Parent or Borrower or any of their respective Subsidiariesprovided further, or options on any such shares or related stock appreciation rights or similar securities owned by such directorshowever, officers or employees (or their estates of beneficiaries under their estates), in all cases only upon death, disability, retirement, termination of employment or pursuant to the terms of such stock option plan or any other agreement under which such shares of Capital Stock, options, related rights or similar securities were issued, in an aggregate amount not to exceed $2,500,000 in any Fiscal Year; provided that Borrower may carry forward to each succeeding Fiscal Year the aggregate amount of Restricted Payments permitted (but not made) pursuant to this subsection 7.5(v)(1) in prior Fiscal Years, with up to a maximum amount of $7,000,000 over such redemptions made by Borrower during the term of this Agreement and plus the amount of Indebtedness outstanding under clause (2l) Borrower may make Restricted Junior Payments in an aggregate amount of the definition of Permitted Indebtedness, does not to exceed $2,000,000 in the aggregate, and (c) So long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, Borrower may make distributions to former employees, officers, or directors of Borrower (or any Fiscal Yearspouses, ex-spouses, or estates of any of the foregoing), solely in the form of forgiveness of Indebtedness of such Persons owing to Borrower on account of repurchases of the Stock of Borrower held by such Persons; provided further that Borrower may carry forward such Indebtedness was incurred by such Persons solely to each succeeding Fiscal Year the aggregate amount acquire Stock of Restricted Payments permitted (but not made) pursuant to this subsection 7.5(v)(2) in prior Fiscal Years, with up to a maximum amount of $5,000,000 during the term of this AgreementBorrower.

Restricted Junior Payments. Parent and Borrower No Note Party shall, nor shall not, and shall not it permit any of their respective its Subsidiaries through any manner or means or through any other Person to, directly or indirectly, declare, order, pay, make or set apart apart, any sum for any Restricted Junior Payment; provided that Payment except: (ia) Borrower and ParentSecondary share repurchases funded by proceeds of the sale by Issuer of the Notes, as the case may be, may make Restricted Junior Payments (x) on the Closing Date, (1) to consummate the Refinancing and the Merger and (2) to pay an advisory fee to JPMorgan Partners in an aggregate amount not to exceed $5,000,000 100,000,000; (b) the Issuer may repurchase, redeem, retire or otherwise acquire or retire for value Capital Stock of the Issuer held by any future, present or former employee, director, officer or consultant (or any immediate family member thereof) of the Issuer or any Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement: (1) with cash and Cash Equivalents (y) on or before November 16, 2002and including, to consummate the Existing Preferred Stock Purchaseextent constituting a Restricted Junior Payment, (ii) (x) Borrower may make regularly scheduled payments of interest amounts paid in respect of Indebtedness issued to evidence an obligation to repurchase, redeem, retire or otherwise acquire or retire for value the Capital Stock of the Issuer held by any Senior Subordinated Notes future, present or former employee, director, officer or consultant (or any immediate family member thereof) of the Issuer or any Subsidiary of any of the foregoing) pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement in accordance an amount not to exceed $10,000,000, which, if not used in such Fiscal Year, may be carried forward to succeeding Fiscal Years; provided that the aggregate amount of Restricted Junior Payments in any Fiscal Year pursuant to this clause (1) shall not exceed $15,000,000; (2) with the terms of, and only proceeds of any sale or issuance of the Capital Stock (other than Disqualified Capital Stock) of the Issuer; and/or (3) with the net proceeds of any key person life insurance policy; (c) any person may make non-cash repurchases of Capital Stock deemed to occur upon exercise or settlement of stock options or other Capital Stock to the extent required by, and subject to the subordination provisions contained in, the Senior Subordinated Note Indenture, as such indenture may be amended from time to time to the extent permitted under subsection 7.12B, (y) Parent may make regularly scheduled payments of interest in kind in respect of any Parent Junior Subordinated Notes in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the Parent Junior Subordinated Note Indenture, as such agreement may be amended from time to time to the extent permitted under subsection 7.12B, and (z) after the fifth anniversary Capital Stock represent a portion of the Parent Junior Subordinated Notes Issue Date and, exercise price of or withholding obligation with respect to such options or other Capital Stock; (d) so long as no Event of Default is continuing or Potential Event of Default shall have occurred and be continuing on the date such would result therefrom, Restricted Junior Payment Payments may be made pursuant to this clause (d) from a substantially concurrent receipt of proceeds of any cash equity contribution (that is declared not in exchange for Disqualified Capital Stock) not otherwise applied hereunder and received by the Issuer after the Closing Date; (e) any payments in connection with a Permitted Convertible Indebtedness Call Transaction; (f) Restricted Junior Payments may be made to make payments, in cash, in lieu of the issuance of fractional shares, upon the exercise of warrants or upon the conversion or exchange of Capital Stock of any such person; (g) Restricted Junior Payments made to be made(i) redeem, nor would an Event repurchase, retire or otherwise acquire any Capital Stock (“Treasury Capital Stock”) of Default the Issuer and/or any Subsidiary in exchange for, or Potential Event out of Default result from the making proceeds of the substantially concurrent sale (other than to the Issuer and/or any Subsidiary) of, Qualified Capital Stock of the Issuer (“Refunding Capital Stock”) and (ii) declare and pay dividends on any Treasury Capital Stock out of the proceeds of the substantially concurrent sale (other than to the Issuer or a Subsidiary) of any Refunding Capital Stock; (h) Restricted Junior Payments to repurchase Capital Stock upon the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock if such Capital Stock represents all or a portion of the exercise price of such warrants, options or other securities convertible into or exchangeable for Capital Stock as part of a “cashless” exercise or required withholding Taxes; (i) to the extent constituting a Restricted Junior Payment, (1) Parent may make regularly scheduled payments of interest in cash in respect upon settlements of any Parent Junior Subordinated Notes in accordance with the terms of, and subject to the subordination provisions contained in, the Parent Junior Subordinated Note Indenture, as such agreement may be amended from time to time to the extent conversions or exchanges of convertible notes permitted under subsection 7.12B and (2) Borrower may make Restricted Junior Payments to Parent in an amount necessary to permit Parent to make Restricted Junior Payments in accordance with the immediately preceding clause (z)(1), so long as Parent applies the amount of any such Restricted Junior Payment for such purpose, (iii) Borrower may make Restricted Junior Payments to Parent (a) in an aggregate amount not to exceed $500,000 in any Fiscal Year, to the extent necessary to permit Parent to pay its overhead expenses and (b) in an amount necessary to permit Parent to discharge the consolidated tax liabilities of Parent and its Subsidiaries paid in cash, in each case so long as Parent applies the amount of any such Restricted Junior Payment for such purpose, (iv) Borrower may make Restricted Junior Payments to pay Additional Costs in accordance with the definition of Additional Costs, and (v) so long as (A) no Event of Default or Potential Event of Default shall have occurred and be continuing on the date such Restricted Junior Payment is declared or to be made, nor would an Event of Default or Potential Event of Default result from the making of such Restricted Junior Payment, (B) after giving effect to the making of such Restricted Junior Payment Borrower shall be in pro forma compliance with each of the covenants contained in subsection 7.6 for the most recent full Fiscal Quarter immediately preceding the date of the payment of such Restricted Junior Payment for which the relevant financial information has been delivered pursuant to clauses (ii) and (iii) of subsection 6.1, and (C) Borrower shall have delivered to Administrative Agent an Officer's Certificate in form and substance satisfactory to Administrative Agent Section 6.1 (including a calculation of the compliance with the covenants contained in subsection 7.6PubCo Notes); and (j) certifying as to the accuracy of the foregoing clauses (A) and (B) above, (1) Borrower may make Restricted Junior Payments to Parent to the extent necessary to permit Parent to purchase, redeem, acquire or otherwise retire for value shares of Capital Stock of Parent held by directors, officers or employees of Parent or Borrower or any of their respective Subsidiaries, or options on any such shares or related stock appreciation rights or similar securities owned by such directors, officers or employees (or their estates of beneficiaries under their estates), in all cases only upon death, disability, retirement, termination of employment or pursuant to the terms of such stock option plan or any other agreement under which such shares of Capital Stock, options, related rights or similar securities were issued, in an aggregate amount not to exceed $2,500,000 in any Fiscal Year; provided that Borrower may carry forward to each succeeding Fiscal Year the aggregate amount of Restricted Payments permitted (but not made) pursuant to this subsection 7.5(v)(1) in prior Fiscal Years, with up to a maximum amount of $7,000,000 over the term of this Agreement and (2) Borrower may make Restricted Junior Payments in an aggregate amount not to exceed $2,000,000 in any Fiscal Year; provided that Borrower may carry forward to each succeeding Fiscal Year the aggregate amount of Restricted Payments permitted (but not made) pursuant to this subsection 7.5(v)(2) in prior Fiscal Years, with up to a maximum amount of $5,000,000 during the term of this AgreementTax Distributions.

Restricted Junior Payments. Parent and Borrower No Credit Party shall, nor shall not, and shall not it permit any of their respective its Subsidiaries through any manner or means or through any other Person to, directly or indirectly, declare, order, pay, make or set apart apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted Junior Payment except for: (a) the declaration, order, payment, making or setting apart (or any agreement to do any of the foregoing) of any Restricted Junior Payment by any Subsidiary of Borrower ratably to its direct equity holders (provided that any Credit Party may receive a greater than ratable portion of such Restricted Junior Payment); (b) the redemption, repurchase, retirement, defeasance or other acquisition of any Equity Interests, including any accrued and unpaid dividends thereon, or Subordinated Indebtedness of Borrower or any Equity Interests of any direct or indirect parent company of Borrower, in exchange for, or out of the proceeds of, the substantially concurrent sale (other than to a Subsidiary) of, Equity Interests of Borrower or any direct or indirect parent company of Borrower to the extent contributed to Borrower (in each case, other than any Disqualified Equity Interests) or Subordinated Indebtedness incurred under Section 6.1; provided that any such Subordinated Indebtedness shall be Refinancing Indebtedness; (c) refinancings of Indebtedness permitted by Section 6.1; (d) any Restricted Junior Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests (other than Disqualified Equity Interests) of Borrower held by any future, present or former employee, director, officer or consultant of Borrower or any of its Subsidiaries or any direct or indirect parent companies pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement (including, for the avoidance of doubt, any principal and interest payable on any notes issued by Borrower or any direct or indirect parent company of Borrower in connection with any such repurchase, retirement or other acquisition), or any stock subscription or shareholder agreement, including any Equity Interest rolled over by management of Borrower or any direct or indirect parent company of Borrower in connection with the 2010 Transactions; provided, that the aggregate amount of Restricted Junior Payments made under this clause (d) shall not exceed in any calendar year $25,000,000 (with unused amounts for any year being carried over to the next succeeding year, but not to any subsequent year, and the permitted amount for each year shall be used prior to any amount carried over from the previous year); provided further that such amount in any calendar year may be increased by an amount not to exceed: (i) the cash proceeds of key man life insurance policies received by Borrower or its Subsidiaries after the Original Closing Date; less (ii) the amount of any Restricted Junior Payments previously made with the cash proceeds described in subclause (i) of this clause (d); (e) cashless repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; (f) cash payments in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of Borrower or any direct or indirect parent company of Borrower; (g) so long as no Default or Event of Default has occurred and is continuing, (i) Borrower may repurchase shares of Borrower’s common stock within six months before or after any conversion date for Borrower Convertible Notes, which repurchases may be in an aggregate amount not to exceed the number of shares of Borrower’s common stock delivered upon conversion of Borrower Convertible Notes on such conversion date and Parent(ii) Borrower may repurchase shares of Borrower’s common stock within six months before or after the settlement of any written call option agreements entered into in connection with the issuance of the VPI Convertible Notes, as which repurchases may be in an aggregate amount not to exceed the case may be, may make number of shares of Borrower’s common stock delivered upon settlement of such written call options; (h) other Restricted Junior Payments in an aggregate amount taken together with all other Restricted Junior Payments made pursuant to this clause (xh) not to exceed $350,000,000 (reduced on a dollar for dollar basis by outstanding Investments pursuant to clause (i) of Section 6.6, other than Investments under such clause made using the Closing CNI Growth Amount) at any time outstanding from and after the Amendment No. 6 Effective Date, ; provided that such amount shall be increased (1but not decreased) by the CNI Growth Amount as in effect immediately prior to consummate the Refinancing and time of making of such Restricted Junior Payment; and (i) Restricted Junior Payments in connection with the Pre-Merger and (2) to pay an advisory fee to JPMorgan Partners Special Dividend and/or the Post-Merger Special Dividend in an aggregate amount not to exceed $5,000,000 and (y) on or before November 16, 2002, to consummate the Existing Preferred Stock Purchase, (ii) (x) Borrower may make regularly scheduled payments of interest in respect of any Senior Subordinated Notes in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the Senior Subordinated Note Indenture, as such indenture may be amended from time to time to the extent permitted under subsection 7.12B, (y) Parent may make regularly scheduled payments of interest in kind in respect of any Parent Junior Subordinated Notes in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the Parent Junior Subordinated Note Indenture, as such agreement may be amended from time to time to the extent permitted under subsection 7.12B, and (z) after the fifth anniversary of the Parent Junior Subordinated Notes Issue Date 10,000,000.; and, so long as no Event of Default or Potential Event of Default shall have occurred and be continuing on the date such Restricted Junior Payment is declared or to be made, nor would an Event of Default or Potential Event of Default result from the making of such Restricted Junior Payment, (1) Parent may make regularly scheduled payments of interest in cash in respect of any Parent Junior Subordinated Notes in accordance with the terms of, and subject to the subordination provisions contained in, the Parent Junior Subordinated Note Indenture, as such agreement may be amended from time to time to the extent permitted under subsection 7.12B and (2) Borrower may make Restricted Junior Payments to Parent in an amount necessary to permit Parent to make Restricted Junior Payments in accordance with the immediately preceding clause (z)(1), so long as Parent applies the amount of any such Restricted Junior Payment for such purpose, (iii) Borrower may make Restricted Junior Payments to Parent (a) in an aggregate amount not to exceed $500,000 in any Fiscal Year, to the extent necessary to permit Parent to pay its overhead expenses and (b) in an amount necessary to permit Parent to discharge the consolidated tax liabilities of Parent and its Subsidiaries paid in cash, in each case so long as Parent applies the amount of any such Restricted Junior Payment for such purpose, (iv) Borrower may make Restricted Junior Payments to pay Additional Costs in accordance with the definition of Additional Costs, and (v) so long as (A) no Event of Default or Potential Event of Default shall have occurred and be continuing on the date such Restricted Junior Payment is declared or to be made, nor would an Event of Default or Potential Event of Default result from the making of such Restricted Junior Payment, (B) after giving effect to the making of such Restricted Junior Payment Borrower shall be in pro forma compliance with each of the covenants contained in subsection 7.6 for the most recent full Fiscal Quarter immediately preceding the date of the payment of such Restricted Junior Payment for which the relevant financial information has been delivered pursuant to clauses (ii) and (iii) of subsection 6.1, and (C) Borrower shall have delivered to Administrative Agent an Officer's Certificate in form and substance satisfactory to Administrative Agent (including a calculation of the compliance with the covenants contained in subsection 7.6) certifying as to the accuracy of the foregoing clauses (A) and (B) above, (1) Borrower may make Restricted Junior Payments to Parent to the extent necessary to permit Parent to purchase, redeem, acquire or otherwise retire for value shares of Capital Stock of Parent held by directors, officers or employees of Parent or Borrower or any of their respective Subsidiaries, or options on any such shares or related stock appreciation rights or similar securities owned by such directors, officers or employees (or their estates of beneficiaries under their estates), in all cases only upon death, disability, retirement, termination of employment or pursuant to the terms of such stock option plan or any other agreement under which such shares of Capital Stock, options, related rights or similar securities were issued, in an aggregate amount not to exceed $2,500,000 in any Fiscal Year; provided that Borrower may carry forward to each succeeding Fiscal Year the aggregate amount of Restricted Payments permitted (but not made) pursuant to this subsection 7.5(v)(1) in prior Fiscal Years, with up to a maximum amount of $7,000,000 over the term of this Agreement and (2) Borrower may make Restricted Junior Payments in an aggregate amount not to exceed $2,000,000 in any Fiscal Year; provided that Borrower may carry forward to each succeeding Fiscal Year the aggregate amount of Restricted Payments permitted (but not made) pursuant to this subsection 7.5(v)(2) in prior Fiscal Years, with up to a maximum amount of $5,000,000 during the term of this Agreement.

Restricted Junior Payments. Parent and Borrower shall not, and nor shall not it permit any of their respective its Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Junior Payment; provided Payment except that: (a) any Subsidiary of Parent may declare and pay dividends or make other distributions to Parent or any Credit Party that is a Wholly-Owned Guarantor Subsidiary (i) Borrower and Parentor, as in the case may beof a Subsidiary that is not a Credit Party, to any parent entity of such Subsidiary that is a Wholly-Owned Subsidiary of a Wholly-Owned Guarantor Subsidiary); (b) Parent may make Restricted Junior Payments to Holdings (xi) on the Closing Date, (1) to consummate the Refinancing and the Merger and (2) to pay an advisory fee to JPMorgan Partners in an aggregate amount not to exceed $5,000,000 and (y) on or before November 16, 2002, to consummate the Existing Preferred Stock Purchase, (ii) (x) Borrower may make regularly scheduled payments of interest in respect of any Senior Subordinated Notes in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the Senior Subordinated Note Indenture, as such indenture may be amended from time to time to the extent permitted under subsection 7.12B, (y) Parent may make regularly scheduled payments of interest in kind in respect of any Parent Junior Subordinated Notes in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the Parent Junior Subordinated Note Indenture, as such agreement may be amended from time to time to the extent permitted under subsection 7.12B, and (z) after the fifth anniversary of the Parent Junior Subordinated Notes Issue Date and, so long as no Event of Default or Potential Event of Default shall have occurred and be continuing or shall be caused thereby, in an aggregate amount not to exceed $3,500,000 in any trailing twelve-month period ending on or prior to December 31, 2021 and $7,000,000 in any trailing twelve-month period thereafter, in each case, to the date extent necessary to permit Holdings to pay general administrative costs and expenses; (ii) in an aggregate amount not to exceed $372,500 during the twelve-month period ending May 31, 2019 to permit Holdings to make certain severance and retention bonus payments in connection with the departure of Holdings’ former chief financial officer; and (iii) to the extent necessary to permit Holdings to discharge the U.S. federal and applicable state and local consolidated income tax liabilities of Holdings and its Subsidiaries for any taxable period ending on or after the Closing Date; provided, that in the case of clause (iii), such Restricted Junior Payment is declared or to Payments for purposes of discharging tax liabilities shall not exceed the amount of tax liabilities that would be madedue if, nor would an Event of Default or Potential Event of Default result from on and after the making of such Restricted Junior PaymentClosing Date, (1A) Holdings had no separate items of gross income or deduction not attributable to Parent may make regularly scheduled payments and its Subsidiaries (and all prior allocations of interest losses from Parent and its Subsidiaries were taken into account), (B) Parent, Company and each of the Guarantor Subsidiaries and Controlled Fund GPs were the only Subsidiaries of Holdings, (C) assuming any net operating loss carryforwards of Holdings are not and will not be subject to any limitations under the Internal Revenue Code as a result of an “ownership change” within the meaning of Section 382 of the Internal Revenue Code other than any such “ownership change” that does not result in cash a Change of Control pursuant to paragraph (xii) of the definition of Change of Control in respect of any Parent Junior Subordinated Notes in accordance with the terms ofthis Agreement, and subject to the subordination provisions contained in, the Parent Junior Subordinated Note Indenture, as such agreement may be amended from time to time to the extent permitted under subsection 7.12B and (2) Borrower may make Restricted Junior Payments to Parent in an amount necessary to permit Parent to make Restricted Junior Payments in accordance with the immediately preceding clause (z)(1), each case only so long as Parent Holdings promptly (and in any event, within 5 Business Days) applies the amount of any such Restricted Junior Payment for such purpose, and (iiiD) Borrower Holdings was subject to tax at a combined federal, state and local rate of 40%; (c) commencing April 1, 2019, Parent may make Restricted Junior Payments to Parent (a) in an aggregate amount not to exceed $500,000 in any Fiscal Year, to the extent necessary to permit Parent to pay its overhead expenses and (b) in an amount necessary to permit Parent to discharge the consolidated tax liabilities of Parent and its Subsidiaries paid in cash, in each case so long as Parent applies the amount of any such Restricted Junior Payment for such purpose, (iv) Borrower may make Restricted Junior Payments to pay Additional Costs in accordance with the definition of Additional Costs, and (v) so long as Payments; provided that (A) immediately prior to, and after giving effect thereto, (i) no Event of Default or Potential Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Leverage Ratio (calculated on a pro forma basis using Annualized Consolidated Adjusted EBITDA for the date such Restricted Junior Payment is declared most recent Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.1(b) or (c)) shall not be greater than 3.00:1.00, (iii) the Asset Coverage Ratio calculated on a pro forma basis shall be greater than 1.20:1.00 and (iv) Parent and its Subsidiaries shall be in compliance on a pro forma basis with the financial covenant set forth in Section 6.8(b) as of the most recent period for which financial statements have been delivered pursuant to be made, nor would an Event of Default Section 5.1(b) or Potential Event of Default result from the making of such Restricted Junior Payment(c), (B) after giving effect to the making of such Restricted Junior Payment Borrower Payments shall be in pro forma compliance funded with each Internally Generated Cash and shall not exceed (when added to the amount of any Investments made pursuant to Section 6.7(j) during such Fiscal Year) the covenants contained in subsection 7.6 difference of (x) Consolidated Excess Cash Flow for the most recent full Fiscal Quarter immediately preceding Fiscal Year, minus (y) the date amount of the payment of such Consolidated Excess Cash Flow, if any, that is or was required to be applied as a mandatory prepayment pursuant to Section 2.12(e), (C) any such Restricted Junior Payment for which the relevant Payments will be permitted only once per Fiscal Year and only after annual financial information has statements and a Compliance Certificate have been delivered pursuant to clauses (ii) and (iii) of subsection 6.1for the immediately preceding Fiscal Year in accordance with this Agreement, and (CD) Borrower Parent shall have delivered to Administrative Agent an Officer's Certificate a Compliance Certificate, together with all relevant financial information reasonably requested by Administrative Agent, demonstrating in form and substance satisfactory to Administrative Agent (including a reasonable detail the calculation of the maximum amount specified in clause (B) above and the amount thereof elected to be applied as a Restricted Junior Payment pursuant to this clause (c) and evidencing compliance with the covenants contained requirements in subsection 7.6) certifying as to the accuracy of the foregoing clauses subclauses (AA)(ii), (A)(iii) and (BA)(iv) above, ; (1d) Borrower may make Restricted Junior Payments to Parent to the extent necessary constituting a Restricted Junior Payment, Parent may fund (including via a Restricted Junior Payment made to permit Parent Holdings) any payments expressly contemplated to purchasebe made by Company, redeemHoldings or Intermediate Holdings under the RCP Acquisition Documents or the Five Points Acquisition Documents in connection with the RCP 2 Acquisition Closing, acquire the RCP 3 Acquisition Closing or otherwise retire for value shares the Five Points Acquisition Closing; (e) Company may make a Restricted Junior Payment to Holdings to fund (and Holdings may use the proceeds of Capital Stock of Parent held by directors, officers or employees of Parent or Borrower or any of their respective Subsidiaries, or options such Restricted Junior Payment to make) a one-time payment on any such shares or related stock appreciation rights or similar securities owned by such directors, officers or employees (or their estates of beneficiaries under their estates), in all cases only upon death, disability, retirement, termination of employment or the Subordinated Seller Notes issued pursuant to the terms of such stock option plan or any other agreement under which such shares of Capital Stock, options, related rights or similar securities were issued, RCP 2 Acquisition Agreement in an aggregate amount not to exceed $2,500,000 1,600,000; provided that immediately prior to, and after giving effect to, such Restricted Junior Payment (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (ii) Parent and its Subsidiaries shall be in compliance on a pro forma basis with the financial covenants set forth in Section 6.8 as of the most recent period for which financial statements have been delivered pursuant to Section 5.1(b) or (c) and (iii) there shall be no Revolving Loans outstanding; (f) Company or Parent may make Restricted Junior Payments to Holdings to fund any payments to be made on the Subordinated Seller Notes with Cash proceeds of Multi Draw Term Loans on or after the Initial Funding Date in accordance with the terms of and limitations in the Seller Note Subordination Agreement; (g) From and after the Five Points Acquisition Closing Date, Parent may make Restricted Junior Payments in respect of Section 4.1.2 of the Intermediate Holdings LLC Agreement; provided that immediately prior to, and after giving effect thereto, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) Parent and its Subsidiaries shall be in compliance on a pro forma basis with the financial covenant set forth in Section 6.8(b) as of the most recent period for which financial statements have been delivered pursuant to Section 5.1(b) or (c); provided further that, in the event that Parent is prohibited from making such payments by the requirements of this Section 6.5(g), such unpaid amounts shall accrue and may be paid by Parent upon the cure or waiver of such Event of Default in accordance with this Agreement and satisfaction of the requirement in sub-clause (ii) above, as applicable; (h) From and after the Five Points Acquisition Closing Date, Parent may pay to Keystone management fees and similar compensation for management and advisory services provided by Keystone to Five Points in an amount not to exceed $1,000,000 in any Fiscal Year; provided that Borrower may carry forward to each succeeding Fiscal Year immediately prior to, and after giving effect to, paying such management fees or similar compensation, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) Parent and its Subsidiaries shall be in compliance on a pro forma basis with the aggregate amount financial covenant set forth in Section 6.8(b) as of Restricted Payments permitted (but not made) the most recent period for which financial statements have been delivered pursuant to Section 5.1(b) or (c); provided further that, in the event that Parent is prohibited from making such payments by the requirements of this subsection 7.5(v)(1) Section 6.5(h), such unpaid amounts shall accrue and may be paid by Parent upon the cure or waiver of such Event of Default in prior Fiscal Years, accordance with up to a maximum amount of $7,000,000 over the term of this Agreement and satisfaction of the requirement in sub-clause (2ii) Borrower above, as applicable; and (i) From and after the TrueBridge Acquisition Closing Date, Parent may make Restricted Junior Payments in an aggregate amount not to exceed $2,000,000 in any Fiscal Yearrespect of Section 4.2(i) of the Intermediate Holdings LLC Agreement; provided that Borrower may carry forward to each succeeding Fiscal Year immediately prior to, and after giving effect thereto, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) Parent and its Subsidiaries shall be in compliance on a pro forma basis with the aggregate amount financial covenant set forth in Section 6.8(b) as of Restricted Payments permitted (but not made) the most recent period for which financial statements have been delivered pursuant to this subsection 7.5(v)(2Section 5.1(b) or (c); provided further that, in prior Fiscal Years, with up to a maximum amount of $5,000,000 during the term event that Parent is prohibited from making such payments by the requirements of this AgreementSection 6.5(i), such unpaid amounts shall accrue and may be paid by Parent upon the cure or waiver of such Event of Default in accordance with this Agreement and satisfaction of the requirement in sub-clause (ii) above, as applicable.

Restricted Junior Payments. Parent and Borrower shall not, and shall not permit any of their respective Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for Make any Restricted Junior Payment; provided that (i) Borrower and Parentprovided, as the case may behowever, may make Restricted Junior Payments (x) on the Closing Date, (1) to consummate the Refinancing and the Merger and (2) to pay an advisory fee to JPMorgan Partners in an aggregate amount not to exceed $5,000,000 and (y) on or before November 16, 2002, to consummate the Existing Preferred Stock Purchase, (ii) (x) Borrower may make regularly scheduled payments of interest in respect of any Senior Subordinated Notes in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the Senior Subordinated Note Indenture, as such indenture may be amended from time to time to the extent permitted under subsection 7.12B, (y) Parent may make regularly scheduled payments of interest in kind in respect of any Parent Junior Subordinated Notes in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the Parent Junior Subordinated Note Indenture, as such agreement may be amended from time to time to the extent permitted under subsection 7.12B, and (z) after the fifth anniversary of the Parent Junior Subordinated Notes Issue Date andthat, so long as it is permitted by law: (a) so long as no Event of Default or Potential Event of Default shall have occurred and be continuing or would result therefrom, Borrower may make distributions to current or former employees, officers, or directors of Borrower or any Subsidiary (or any spouses, ex-spouses, trusts or estates of any of the foregoing) on account of redemptions, purchase, retirement or other acquisition for value of Capital Interests of Borrower or the date direct or indirect parent of Borrower held by such Restricted Junior Payment Persons, so long as either: (A)(1) the aggregate amount of such redemptions, purchases, retirement, other acquisitions for value, or payments made by Borrower in cash since June 18, 2013 does not exceed the sum of (x) $2,500,000 in any fiscal year (provided that if less than $2,500,000 is declared used for such purposes in any fiscal year, any unused amounts may be carried forward for use in one or more future periods; provided, further, that the aggregate amount of repurchases made pursuant to be madethis clause (A)(1)(x) may not exceed $5,000,000 in any fiscal year); plus (y) the cash proceeds of key man life insurance policies received by Borrower and its Subsidiaries after June 18, nor would an Event 2013 (it being understood that Borrower may elect to apply all or any portion of Default the aggregate increase contemplated by this clause (A)(1)(y) in any calendar year); or Potential Event of Default result from (B) otherwise the making Additionalthe aggregate amount of such Restricted Junior Payment, (1) Parent may make regularly scheduled payments of interest in cash in respect of any Parent Junior Subordinated Notes in accordance with Payments would not exceed the terms of, and subject to the subordination provisions contained in, the Parent Junior Subordinated Note Indenture, as such agreement may be amended from time to time available Builder Basket Amount to the extent permitted under subsection 7.12B and the Builder Basket Conditions are met; (2b) Borrower may make Restricted Junior Payments distributions to Parent in an amount necessary to permit Parent to make Restricted Junior Payments in accordance with current or former employees, officers, or directors of Borrower or any Subsidiary (or any spouses, ex-spouses, trusts or estates of any of the immediately preceding clause (z)(1foregoing), so long as Parent applies solely in the amount form of any forgiveness of Indebtedness of such Restricted Junior Payment for Persons owing to Borrower on account of repurchases of the Capital Interests of Borrower or the direct or indirect parent of Borrower held by such purpose, Persons; provided that such Indebtedness was incurred by such Persons solely to acquire Capital Interests of Borrower or the direct or indirect parent of Borrower; (iii) Borrower may make Restricted Junior Payments to Parent (a) in an aggregate amount not to exceed $500,000 in any Fiscal Year, to the extent necessary to permit Parent to pay its overhead expenses and (b) in an amount necessary to permit Parent to discharge the consolidated tax liabilities of Parent and its Subsidiaries paid in cash, in each case so long as Parent applies the amount of any such Restricted Junior Payment for such purpose, (iv) Borrower may make Restricted Junior Payments to pay Additional Costs in accordance with the definition of Additional Costs, and (vc) so long as (A) no Event of Default or Potential Event of Default shall have occurred and be continuing on or would result therefrom and the date such Restricted Junior Payment is declared AdditionalBuilder Basket Conditions are met, Borrower may make distributions or to be made, nor would an Event payments (including payments in respect of Default or Potential Event of Default result from the making of such Restricted Junior Payment, (BRedeemable Capital Interests) after giving effect up to the making of such Restricted Junior Payment Borrower shall be in pro forma compliance with each of the covenants contained in subsection 7.6 for the most recent full Fiscal Quarter immediately preceding the date of the payment of such Restricted Junior Payment for which the relevant financial information has been delivered pursuant to clauses available Builder Basket Amount; (ii) and (iii) of subsection 6.1, and (C) Borrower shall have delivered to Administrative Agent an Officer's Certificate in form and substance satisfactory to Administrative Agent (including a calculation of the compliance with the covenants contained in subsection 7.6) certifying as to the accuracy of the foregoing clauses (A) and (B) above, (1d) Borrower may make Restricted Junior Payments distributions or other dividends to Parent its parent entities for (i) corporate franchise taxes of such parent entities and taxes actually owed by Borrower or the consolidated group of the Borrower and its Subsidiaries, (ii) reasonable legal, accounting and other professional fees and expenses, and other out of pocket third party transactions expenses not owing to lenders, noteholders or their agents or trustees (including, to the extent necessary to permit Parent to purchaseapplicable, redeemprinter costs, acquire or otherwise retire for value shares of Capital Stock of Parent held by directorsfiling fees, officers or employees of Parent or Borrower or any of their respective Subsidiaries, or options on any such shares or related stock appreciation rights or similar securities owned by such directors, officers or employees (or their estates of beneficiaries under their estatesrating costs and appraisals), in all cases only upon death, disability, retirement, termination of employment or pursuant to the terms each case in connection with an initial public offering of such stock option plan parent entity, follow-on offerings, or any other agreement under which financing transactions that are deleveraging events for such shares of Capital Stock, options, related rights or similar securities were issuedparent entity and its Subsidiaries, in an aggregate amount not to exceed $2,500,000 10.0 million, (iii) costs incurred to comply with Borrower’s or its parent entities’ reporting obligations under federal or state laws or as required to comply with the ABL Loan Documents, the Notes Documents, the 2017 Notes Documents, the documentation for Additional Notes, the documentation for the PIK Toggle Notes, the MSD Term Loan Documents, the Specified Pari Passu Ratio Debt, the Junior Debt or the Loan Documents, (iv) other customary corporate overhead expenses of such parent entity in any Fiscal Yearthe ordinary course of business to the extent attributable to the operations and activities of the Borrower and its Subsidiaries; and (v) purchase consideration with respect to an Acquisition permitted under this Agreement; provided that Borrower may carry forward to each succeeding Fiscal Year the aggregate in no event shall any amount of Restricted Payments permitted (but not made) be dividended or otherwise distributed pursuant to this subsection 7.5(v)(1clause (d) to make payment of any principal, interest, fees, costs, expenses or other amount owing under, or with respect to, the PIK Toggle Notes; (e) [RESERVED]; (f) the payment of any dividend or other distribution on, or the consummation of any irrevocable redemption of, Capital Interests in Borrower within 60 days after declaration or setting the record date for redemption thereof, as applicable, if at such date such payment would not have been prohibited by the provisions of this Section 6.9; (g) the retirement of any Capital Interests of Borrower or any direct or indirect parent of Borrower by conversion into, or by or in exchange for, Qualified Capital Interests, or out of net cash proceeds of the issuance or sale (other than to a Subsidiary of Borrower) of Qualified Capital Interests of Borrower or equity contribution into the Borrower occurring within 60 days prior Fiscal Yearsto such retirement, or the making of other Restricted Junior Payments out of the net cash proceeds of capital contributions or the issuance or sale (other than to a Subsidiary of Borrower) of Qualified Capital Interests of Borrower occurring within 60 days of such Restricted Junior Payment; (h) repurchase of Capital Interests of Borrower deemed to occur upon the exercise of stock options, warrants or other convertible or exchangeable securities to the extent such Capital Interests represents a portion of the exercise price of those stock options, warrants or other convertible or exchangeable securities or repurchase of such Capital Interests to the extent the proceeds of such repurchase are used to pay taxes incurred by the holder thereof as a result of the issuance or grant thereof; (i) cash payment, in lieu of issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for the Capital Interests of Borrower or a Subsidiary thereof; (j) the declaration and payment of dividends on the Borrower’s common stock (or the declaration and payment of dividends to any direct or indirect parent entity to fund a payment of dividends on such entity’s common stock), following any Qualified Equity Offering after the date hereof, of up to a maximum amount 6% per annum of $7,000,000 over the term net cash proceeds received by or contributed to the Borrower in the form of this Agreement Qualified Capital Interests or cash capital contribution in or from such offering to the extent not otherwise applied or utilized in the business of Borrower and its Subsidiaries; (2k) Borrower may make other Restricted Junior Payments in an aggregate amount since June 18, 2013 not in excess of $15,000,000 (minus any amount utilized in reliance of the baskets specified under Section 6.7(a)(i)(I) and clause (o) of “Permitted Investments” definition); and (l) dividends or other distributions by Borrower to the PIK Toggle Issuer made in lieu of a Specified Intercompany Loan or a direct purchase or acquisition of PIK Toggle Notes solely for purposes of the PIK Toggle Issuer directly purchasing or acquiring PIK Toggle Notes in a Permitted Deleveraging Transaction, in any event, so long as (1) the cash proceeds from such dividend or other distribution are used by the PIK Toggle Issuer to purchase or acquire and cancel such PIK Toggle Notes upon the consummation of such purchase or acquisition and are not used for any other purpose; and (2) to the extent such cash proceeds are cash proceeds from the Loans, such cash proceeds are used by the PIK Toggle Issuer, within 120 days after the Closing Date, to purchase or acquire and cancel such PIK Toggle Notes upon the consummation of such purchase or acquisition and are not used for any other purpose; (m) Borrower may make distributions to the PIK Toggle Notes Issuer, within 30 days after the First Amendment Effective Date, in the aggregate amount not to exceed $2,000,000 3,000,000 for the sole purpose of repurchasing or redeeming warrants (or Capital Interests issued upon exercise of warrants); and (n) the consummation of the First Amendment Effective Date Transactions. Notwithstanding the foregoing or anything else herein to the contrary, in no event shall any Fiscal Year; provided that Restricted Junior Payment be made by Borrower may carry forward or any of its Subsidiaries, directly or indirectly, the proceeds of which are used to each succeeding Fiscal Year the aggregate amount of Restricted Payments permitted (but not made) prepay, redeem, defease, purchase, repurchase or otherwise acquire PIK Toggle Notes, or to pay any fees or interest in cash with respect thereto, other than pursuant to this subsection 7.5(v)(2clauseclauses (l) in prior Fiscal Years, with up to a maximum amount of $5,000,000 during the term of this Agreementand (n) above.