ITS CAPITAL STOCK; (C) HOLDINGS
MAY PURCHASE, REDEEM, RETIRE OR OTHERWISE ACQUIRE SHARES OF ITS CAPITAL STOCK OR
ANY WARRANTS, RIGHTS OR OPTIONS TO ACQUIRE SUCH SHARES FROM ANY CONSULTANTS OR
EMPLOYEES OF BORROWER; (D) BORROWER MAY MAKE CASH TRANSFERS TO HOLDINGS AS
REQUIRED BY HOLDINGS TO PAY: (1) REGULARLY SCHEDULED PAYMENTS OF INTEREST ON
SUBORDINATED DEBT, PROVIDED NO EVENT OF DEFAULT EXISTS OR WOULD RESULT
THEREFROM, (2) ITS TAX OBLIGATIONS TO ANY GOVERNMENTAL AUTHORITY, AND
(3) ACCOUNTS PAYABLE TO TRADE CREDITORS FOR GOODS AND SERVICES AND CURRENT
OPERATING LIABILITIES (NOT THE RESULT OF BORROWING OF MONEY) INCURRED IN THE
ORDINARY COURSE OF HOLDINGS' BUSINESS IN ACCORDANCE WITH CUSTOMARY TERMS AND IN
AMOUNTS CUSTOMARY FOR SIMILAR HOLDING COMPANIES; (E) HOLDINGS MAY BUY-BACK ANY
OR ALL OF ITS CAPITAL STOCK TO BECOME A PRIVATELY HELD COMPANY; (F) HOLDINGS OR
BORROWER MAY REPURCHASE, REDEEM OR RETIRE OUTSTANDING ALLIED RISER SUBORDINATED
DEBT PROVIDED THAT THE PRICE AT WHICH EACH BOND INCLUDED WITHIN THE ALLIED RISER
SUBORDINATED DEBT IS REDEEMED FROM TIME TO TIME SHALL NOT EXCEED FIFTEEN PERCENT
(15%) OF THE FACE AMOUNT OF EACH SUCH BOND.
ADDITIONALLY, BORROWER SHALL NOT
PERMIT ANY SUBSIDIARY OF BORROWER TO GRANT OR OTHERWISE AGREE TO OR SUFFER TO
EXIST ANY CONSENSUAL RESTRICTIONS ON THE ABILITY OF SUCH SUBSIDIARY TO PAY
DIVIDENDS AND MAKE OTHER DISTRIBUTIONS TO BORROWER, OR TO PAY ANY INDEBTEDNESS
OWED TO BORROWER OR TRANSFER PROPERTIES AND ASSETS TO BORROWER.
(M)
SUBORDINATED DEBT.
HOLDINGS SHALL NOT, AND SHALL NOT PERMIT ANY OF
ITS SUBSIDIARIES TO, AGREE TO OR PERMIT ANY MATERIAL AMENDMENT, MODIFICATION OR
WAIVER OF ANY PROVISION OF ANY DOCUMENT OR INSTRUMENT GOVERNING OR EVIDENCING
SUBORDINATED DEBT IF SUCH AMENDMENT, MODIFICATION OR WAIVER WOULD ADVERSELY
AFFECT THE RIGHTS OF THE LENDERS HEREUNDER.
(N)
ADDITIONAL SUBSIDIARIES.
(I) IF BORROWER PROPOSES TO INCORPORATE,
CREATE OR ACQUIRE ANY ADDITIONAL SUBSIDIARY, BORROWER SHALL PROVIDE AGENT WITH
PRIOR NOTICE THEREOF. AFTER THE INCORPORATION, CREATION OR ACQUISITION OF ANY
SUCH SUBSIDIARY, WITHIN FIVE BANKING DAYS FOLLOWING RECEIPT BY BORROWER FROM
AGENT OF A SECURITY AGREEMENT, A STOCK PLEDGE AGREEMENT AND A GUARANTY OF THE
OBLIGATIONS EACH IN FORM AND SUBSTANCE SATISFACTORY TO AGENT, BORROWER SHALL
(A) CAUSE SUCH SUBSIDIARY TO EXECUTE AND DELIVER SUCH GUARANTY AND SECURITY
AGREEMENT TO AGENT AND (B) PLEDGE (OR CAUSE TO BE PLEDGED) THE CAPITAL STOCK OR
OWNERSHIP INTEREST OF SUCH SUBSIDIARY TO AGENT AND LENDERS PURSUANT TO SUCH
STOCK PLEDGE AGREEMENT.
MAJORITY LENDERS MAY ELECT IN THEIR SOLE DISCRETION TO
WAIVE ANY SUCH REQUIREMENT FOR ANY SUBSIDIARY THAT WILL REMAIN A DORMANT OR
SHELL SUBSIDIARY OR IN THE CASE OF ANY NON-U.S. SUBSIDIARY (OR IN THE CASE OF A
STOCK PLEDGE, TO REQUIRE THE PLEDGE OF NOT MORE THAN 65% OF THE CAPITAL STOCK OF
ANY SUCH SUBSIDIARY).
(II) WITHIN FIVE BANKING DAYS AFTER RECEIPT FROM AGENT OF
ANY REQUEST TO DO SO, BORROWER SHALL, OR SHALL CAUSE SUCH SUBSIDIARY TO, HAVE
EXECUTED AND FILED ANY UCC-1 FINANCING STATEMENTS FURNISHED BY AGENT IN EACH
JURISDICTION IN WHICH SUCH FILING IS NECESSARY TO PERFECT