RETIREMENT, ACQUISITION, CANCELATION OR TERMINATION OF
ANY INDEBTEDNESS, EXCEPT:
(I)
PAYMENTS OF OR IN RESPECT OF INDEBTEDNESS CREATED UNDER THE LOAN DOCUMENTS;
(II)
PAYMENTS OF REGULARLY SCHEDULED INTEREST AND REGULARLY SCHEDULED, OR SO
LONG AS NO LOANS ARE OUTSTANDING, MANDATORY PRINCIPAL PAYMENTS, IN EACH CASE AS
AND WHEN DUE IN RESPECT OF ANY INDEBTEDNESS;
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(III)
THE REFINANCING OR REPLACEMENT OF INDEBTEDNESS WITH REPLACEMENT
INDEBTEDNESS TO THE EXTENT PERMITTED BY SECTION 6.01;
(IV)
PAYMENTS OF SECURED INDEBTEDNESS THAT BECOMES DUE AS A RESULT OF THE
VOLUNTARY SALE OR TRANSFER OF ASSETS SECURING SUCH INDEBTEDNESS IN TRANSACTIONS
PERMITTED HEREUNDER;
(V)
PAYMENTS OF INDEBTEDNESS REQUIRED TO BE MADE PURSUANT TO
SECTION 6.04(C)(IV);
(VI)
PAYMENTS OF INDEBTEDNESS OF ANY LOAN PARTY TO ANY OTHER LOAN PARTY;
(VII)
PAYMENTS OF, OR IN RESPECT OF, INDEBTEDNESS MADE SOLELY WITH EQUITY
INTERESTS (OTHER THAN DISQUALIFIED STOCK);
(VIII)
SUBJECT TO SECTION 2.12(D), PAYMENTS OF INDEBTEDNESS MADE SOLELY WITH
THE NET PROCEEDS FROM THE ISSUANCE, AFTER THE RESTATEMENT EFFECTIVE DATE, OF
COMMON OR PREFERRED STOCK IN THE BORROWER; AND
(IX)
OTHER PAYMENTS OF INDEBTEDNESS; PROVIDED THAT AT THE TIME EACH SUCH
PAYMENT IS MADE, NO DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, OR WOULD
RESULT THEREFROM AND (B) IMMEDIATELY PRIOR TO, AND AFTER GIVING EFFECT TO EACH
SUCH PAYMENT, NO LOANS SHALL BE OUTSTANDING.
SECTION 6.11.
LIMITATIONS ON CONDUCT OF BUSINESS.
WITHOUT LIMITING
SECTION 5.01(A), THE BORROWER WILL NOT PERMIT ANY SUBSIDIARY EXISTING ON THE
RESTATEMENT EFFECTIVE DATE THAT IS NOT A SUBSIDIARY LOAN PARTY TO ENGAGE IN ANY
BUSINESS OR LINE OF BUSINESS OR CONDUCT ANY BUSINESS ACTIVITIES MATERIALLY
DIFFERENT FROM THE BUSINESS, LINE OF BUSINESS OR BUSINESS ACTIVITIES CONDUCTED
BY SUCH SUBSIDIARY ON THE RESTATEMENT EFFECTIVE DATE.
SECTION 6.12.
CONCERNING JANUS CAPITAL INTERNATIONAL LIMITED.
(A)
IN THE
EVENT THAT THE AGGREGATE AMOUNT OF THE REGULATORY CAPITAL OF JANUS CAPITAL
INTERNATIONAL LIMITED AS OF THE END OF ANY QUARTER, DETERMINED UNDER THE
RULES AND REGULATIONS OF THE FSA, EXCEEDS AN AMOUNT EQUAL TO 150% OF THE MINIMUM
AMOUNT OF THE REGULATORY CAPITAL REQUIRED TO BE MAINTAINED BY JANUS CAPITAL
INTERNATIONAL LIMITED AS OF THE END OF SUCH QUARTER PURSUANT TO SUCH RULES AND
REGULATIONS, THE BORROWER WILL CAUSE JANUS CAPITAL INTERNATIONAL LIMITED TO
MAKE, WITHIN 60 DAYS FOLLOWING THE END OF SUCH QUARTER AND TO THE EXTENT THE
MAKING THEREOF IS NOT PROHIBITED BY APPLICABLE LAW OR REGULATION, A DIVIDEND,
DISTRIBUTION OR OTHER RESTRICTED PAYMENT IN CASH TO JANUS INTERNATIONAL HOLDING
LLC IN AN AMOUNT APPROXIMATELY EQUAL TO THE AMOUNT OF SUCH EXCESS.
(B)
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN SECTION 6.04 OR 6.09(B), AT ALL
TIMES ON AND AFTER THE RESTATEMENT EFFECTIVE DATE THE BORROWER SHALL CAUSE JANUS
CAPITAL INTERNATIONAL LIMITED TO BE A WHOLLY-OWNED SUBSIDIARY OF JANUS
INTERNATIONAL HOLDING LLC.
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ARTICLE VII
EVENTS OF DEFAULT
In case of the occurrence of any of the following events ("Events of Default"):
(A)
ANY REPRESENTATION OR WARRANTY MADE OR DEEMED MADE BY OR ON BEHALF OF THE
BORROWER OR ANY SUBSIDIARY TO THE LENDERS OR