AND THEIR SUBSIDIARIES IN RESPECT OF
ANY RATE PROTECTION AGREEMENT WHICH IS PERMITTED BY §10.1(C);
(H)
SECURITIES (INCLUDING DEBT OBLIGATIONS) RECEIVED IN CONNECTION
WITH THE BANKRUPTCY OR REORGANIZATION OF SUPPLIERS AND CUSTOMERS AND IN
SETTLEMENT OF DELINQUENT OBLIGATIONS OF, AND OTHER DISPUTES WITH, CUSTOMERS AND
SUPPLIERS ARISING IN THE ORDINARY COURSE OF BUSINESS;
(I)
INVESTMENTS CONSISTING OF PROMISSORY NOTES RECEIVED AS PROCEEDS
OF ASSET DISPOSITIONS PERMITTED BY §10.5.2, PROVIDED THAT THE AGGREGATE VALUE OF
SUCH PROMISSORY NOTES RECEIVED IN CONNECTION WITH ANY SUCH ASSET DISPOSITION
SHALL NOT EXCEED 50% OF THE AGGREGATE VALUE OF THE PROCEEDS OF SUCH ASSET
DISPOSITION;
(J)
INVESTMENTS CONSISTING OF LOANS AND ADVANCES TO EMPLOYEES FOR
MOVING, ENTERTAINMENT, TRAVEL AND OTHER SIMILAR EXPENSES IN THE ORDINARY COURSE
OF BUSINESS NOT TO EXCEED $250,000 IN THE AGGREGATE AT ANY TIME OUTSTANDING; AND
(K)
INVESTMENTS CONSISTING OF LOANS AND ADVANCES TO STOCKHOLDERS TO
FINANCE THE PURCHASE BY SUCH STOCKHOLDER OF CAPITAL STOCK OF REAL MEX;
provided, however, that, with the exception of demand deposits referred to in
§10.3(b) and loans and advances referred to in §10.3(h), such Investments will
be considered Investments permitted by this §10.3 only if all actions have been
taken to the satisfaction of the Agent to provide to the Agent, for the benefit
of the Lenders and the Agent, a first priority perfected security interest in
all of such Investments free of all encumbrances other than Permitted Liens.
10.4
Restricted Payments.
None of the Borrowers will make any Restricted
Payments except for the following:
(A)
DISTRIBUTIONS PAYABLE BY ANY OF THE BORROWERS TO ANY OF THE
BORROWERS;
(B)
CASH PAYMENT OBLIGATIONS WITH RESPECT TO INTEREST AND COSTS AND
EXPENSES ON THE SENIOR SECURED DEBT TO THE EXTENT REQUIRED BY THE SENIOR SECURED
DEBT DOCUMENTS;
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(C)
SO LONG AS NO EVENT OF DEFAULT IS THEN CONTINUING, DISTRIBUTIONS
IN AN AMOUNT NOT TO EXCEED $500,000 PER ANNUM AND $2,000,000 IN THE AGGREGATE
AFTER MARCH 31, 2004 TO BE USED TO REPURCHASE OR OTHERWISE REDEEM CAPITAL STOCK
OF A BORROWER FROM FORMER EMPLOYEES OF THE BORROWERS AND THEIR SUBSIDIARIES
PURSUANT TO THE TERMS OF EMPLOYEE STOCK OWNERSHIP, EMPLOYEE STOCK OPTION OR
OTHER EMPLOYEE COMPENSATION PLANS OF THE BORROWERS AND THEIR SUBSIDIARIES;
PROVIDED THAT THAT PORTION OF SUCH DISTRIBUTIONS EQUAL TO CASH PAYMENTS RECEIVED
BY ANY BORROWER FROM THE SUBSEQUENT SALE OF SUCH REPURCHASED OR REDEEMED CAPITAL
STOCK FOR CASH TO ANY EMPLOYEE OF THE BORROWERS AND THEIR SUBSIDIARIES AT THE
COMMENCEMENT OF SUCH PERSON'S EMPLOYMENT SHALL NOT BE DEEMED TO BE A
DISTRIBUTION FOR PURPOSES OF THIS §10.4(C);
(D)
(I) REASONABLE EXPENSES (OTHER THAN FEES AND EXPENSES OF OUTSIDE
COUNSEL) OF SUN CAPITAL OR THE OTHER SUN CAPITAL AFFILIATES (INCLUDING
REASONABLE TRAVEL EXPENSE AND OUTSIDE DIRECTOR FEES) IN AN AGGREGATE AMOUNT NOT
TO EXCEED $150,000 IN ANY FISCAL YEAR, (II) SO LONG AS NO DEFAULT OR EVENT OF
DEFAULT IS CONTINUING, MANAGEMENT FEES PAYABLE TO SUN CAPITAL OR ANY OTHER SUN
CAPITAL AFFILIATE IN ACCORDANCE WITH THE MANAGEMENT AGREEMENT, IN AN AGGREGATE
AMOUNT NOT TO