(Y) OF ANY KEY-MAN LIFE INSURANCE
POLICIES RECEIVED DURING SUCH CALENDAR YEAR);
(IV) NON-CASH 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;
(V) THE BORROWER AND ITS SUBSIDIARIES MAY MAKE RESTRICTED PAYMENTS TO HOLDINGS
(X) IN AN AMOUNT (TOGETHER WITH LOANS OR ADVANCES MADE PURSUANT TO SECTION
6.04(N)) NOT TO EXCEED $1,500,000 IN ANY FISCAL YEAR, TO THE EXTENT NECESSARY TO
PAY (OR ALLOW ANY DIRECT OR INDIRECT PARENT OF HOLDINGS TO PAY) ITS GENERAL
CORPORATE AND OVERHEAD EXPENSES INCURRED BY HOLDINGS (OR ANY DIRECT OR INDIRECT
PARENT THEREOF) IN THE ORDINARY COURSE OF BUSINESS, PLUS THE AMOUNT OF ANY
REASONABLE AND CUSTOMARY INDEMNIFICATION CLAIMS MADE BY ANY DIRECTOR OR OFFICER
OF HOLDINGS (OR ANY DIRECT OR INDIRECT PARENT THEREOF), (Y) TO PAY FRANCHISE
TAXES AND OTHER FEES, TAXES AND EXPENSES REQUIRED TO MAINTAIN ITS (OR ANY OF ITS
DIRECT OR INDIRECT PARENTS') CORPORATE EXISTENCE AND (Z) IN AN AMOUNT NECESSARY
TO PAY THE TAX LIABILITIES OF HOLDINGS (OR ANY SUCH DIRECT OR INDIRECT PARENT)
ATTRIBUTABLE TO (OR ARISING AS A RESULT OF) THE OPERATIONS OF THE BORROWER AND
ITS SUBSIDIARIES; PROVIDED, HOWEVER, THAT IN THE CASE OF CLAUSE (Z), THE AMOUNT
OF SUCH DIVIDENDS SHALL NOT EXCEED THE AMOUNT THAT THE BORROWER AND ITS
SUBSIDIARIES WOULD BE REQUIRED TO PAY IN RESPECT OF FEDERAL, STATE AND LOCAL
TAXES AND ANY OTHER TAXES WERE THE BORROWER AND THE SUBSIDIARIES TO PAY SUCH
TAXES AS STAND-ALONE TAXPAYERS;
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(VI) RESTRICTED PAYMENTS MADE ON THE CLOSING DATE TO CONSUMMATE THE
TRANSACTIONS;
(VII) TO THE EXTENT CONSTITUTING RESTRICTED PAYMENTS, HOLDINGS, THE BORROWER AND
ITS SUBSIDIARIES MAY ENTER INTO AND CONSUMMATE TRANSACTIONS EXPRESSLY PERMITTED
BY ANY PROVISION OF SECTION 6.03 OR 6.09;
(VIII) THE BORROWER AND ITS SUBSIDIARIES MAY MAKE RESTRICTED PAYMENTS TO
HOLDINGS TO FINANCE ANY INVESTMENT PERMITTED TO BE MADE PURSUANT TO SECTION 6.04
PROVIDED THAT (A) SUCH RESTRICTED PAYMENT SHALL BE MADE SUBSTANTIALLY
CONCURRENTLY WITH THE CLOSING OF SUCH INVESTMENT AND (B) HOLDINGS SHALL,
IMMEDIATELY FOLLOWING THE CLOSING THEREOF, CAUSE (I) ALL PROPERTY ACQUIRED
(WHETHER ASSETS OR EQUITY INTERESTS) TO BE CONTRIBUTED TO THE BORROWER OR ITS
SUBSIDIARIES OR (II) THE MERGER (TO THE EXTENT PERMITTED IN SECTION 6.03) OF THE
PERSON FORMED OR ACQUIRED INTO THE BORROWER OR ITS SUBSIDIARIES IN ORDER TO
CONSUMMATE SUCH PERMITTED ACQUISITION;
(IX) HOLDINGS MAY MAKE RESTRICTED PAYMENTS WITH THE PROCEEDS OF THE ISSUANCE OF
INDEBTEDNESS OF HOLDINGS;
(X) IN ADDITION TO THE FOREGOING RESTRICTED PAYMENTS, HOLDINGS AND THE BORROWER
MAY MAKE ADDITIONAL RESTRICTED PAYMENTS PROVIDED THAT, AT THE TIME SUCH
RESTRICTED PAYMENT IS MADE, THE PAYMENT CONDITIONS ARE SATISFIED;
(XI) THE DISTRIBUTION, AS A DIVIDEND OR OTHERWISE (AND THE DECLARATION OF SUCH
DIVIDEND), OF SHARES OF CAPITAL STOCK OF, OR INDEBTEDNESS OWED TO THE BORROWER
OR A SUBSIDIARY BY, ANY UNRESTRICTED SUBSIDIARY SO DESIGNATED ON THE DATE
HEREOF; AND
(XII) OTHER RESTRICTED PAYMENTS BY HOLDINGS AND THE BORROWER WHICH, TOGETHER
WITH