Common use of Restricted Payments and Purchases Clause in Contracts

Restricted Payments and Purchases. The Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly declare or make any Restricted Payment or Restricted Purchase, except that (a) so long as no Default then exists or would be caused thereby and the stated Leverage Ratio under Section 7.10 hereof is equal to or less than 5.50:1, up to fifty percent (50%) of Excess Cash Flow for the preceding fiscal year of the Borrower may be used by the Borrower to pay dividends to its shareholders, provided that the Borrower shall provide the Lenders with a certificate, signed by the chief financial officer of the Borrower, demonstrating pro forma compliance with the terms of this Section 7.7, after giving effect to such dividend payments; (b) so long as no Default then exists or would be caused thereby, the Borrower may make distributions to Vanguard (other than distributions permitted in clause (d) of this Section 7.7) in an aggregate amount not to exceed, together with Acquisitions and Investments permitted pursuant to 7.6(b)(ii) hereof, $100,000,000.00 during the term of this Agreement, provided that such distributions shall be used by Vanguard for the purpose of repurchasing its Capital Stock; (c) so long as no Default then exists or would be caused thereby, the Borrower may make loans to employees, so long as (i) the outstanding amount of such payments or loans does not exceed $15,000,000.00 in the aggregate at any time, (ii) no such loans to an employee are permitted to remain unreimbursed or unpaid by any such employee for more than five (5) years, and (iii) the proceeds of such loans shall be used to pay withholding taxes incurred in connection with the exercise of options to purchase Capital Stock of Vanguard by such employees; (d) so long as no Default then exists or would be caused thereby, the Borrower may make distributions to Vanguard, or distributions to a third party financial intermediary appointed by Vanguard, in an aggregate amount not to exceed $250,000,000.00 during the term of this Agreement to be used solely to pay (i) an amount sufficient to tender for, repurchase, defease or otherwise retire the Vanguard Debentures, (ii) current scheduled payments of accrued interest with respect to the Vanguard Debentures and payments by Vanguard pursuant to any Vanguard Interest Rate Hedge Agreements, and (iii) any fees and expenses incurred in connection with the tender for, repurchase, defeasance or other retirement of the Vanguard Debentures) and (e) the Borrower may pay expenses of Vanguard related solely to its operating obligations in an amount not to exceed $1,250,000.00 for any fiscal year."

Restricted Payments and Purchases. The Borrower shall notnot directly or indirectly declare or make, and shall not permit any of its the Borrower’s Subsidiaries to, to directly or indirectly declare or make make, any Restricted Payment or Restricted Purchase, except that or set aside any funds for any such purpose, without the prior written consent of the Majority Lenders; provided, however, (a) so long as no Default then exists or would be caused thereby and the stated Leverage Ratio under Section 7.10 hereof is equal Borrower’s Subsidiaries may make Restricted Payments to or less than 5.50:1, up to fifty percent (50%) of Excess Cash Flow for the preceding fiscal year of the Borrower may be used by the Borrower to pay dividends to its shareholders, provided that the Borrower shall provide the Lenders with a certificate, signed by the chief financial officer of the Borrower, demonstrating pro forma compliance with the terms of this Section 7.7, after giving effect to such dividend payments; (b) so long as no Default or Event of Default then exists or would be caused thereby, the Borrower may make distributions payments due under the Management Consulting Agreement, (c) within thirty (30) days after the Agent receives the financial statements as of the end of a fiscal quarter delivered pursuant to Vanguard Section 6.2 hereof demonstrating that Borrower would have been in compliance with Sections 7.8, 7.9 and 7.10 hereof if such proposed purchase had been made on the last day of such fiscal quarter and so long as no Default or Event of Default then exists, the Borrower may purchase (other than distributions permitted or make dividends to Intermediate and/or Holdings to allow Intermediate and/or Holdings to purchase) the Capital Stock of Holdings and/or Intermediate from management for an aggregate purchase price not to exceed $300,000 in clause the aggregate, and (d) of this Section 7.7) in an aggregate amount not to exceed, together with Acquisitions and Investments permitted pursuant to 7.6(b)(ii) hereof, $100,000,000.00 during the term of this Agreement, provided that such distributions shall be used by Vanguard for the purpose of repurchasing its Capital Stock; (c) so long as no Default or Event of Default then exists or would be caused thereby, the Borrower may make loans pay dividends to employees, so long as (i) the outstanding amount of such payments or loans does not exceed $15,000,000.00 in the aggregate at any time, (ii) no such loans to an employee are permitted to remain unreimbursed or unpaid by any such employee for more than five (5) years, and (iii) the proceeds of such loans shall be used to pay withholding taxes incurred in connection with the exercise of options to purchase Capital Stock of Vanguard by such employees; (d) so long as no Default then exists or would be caused thereby, the Borrower may make distributions to Vanguard, or distributions to a third party financial intermediary appointed by Vanguard, Intermediate and/or Holdings in an aggregate annual amount not of up to exceed $250,000,000.00 during the term of this Agreement 200,000 to be used solely permit Intermediate and/or Holdings to pay (i) an amount sufficient to tender for, repurchase, defease or otherwise retire the Vanguard Debentures, (ii) current scheduled payments of accrued interest with respect to the Vanguard Debentures and payments by Vanguard pursuant to any Vanguard Interest Rate Hedge Agreements, and (iii) any fees corporate overhead and expenses incurred in connection with the tender for, repurchase, defeasance or other retirement of ordinary course and any capital and franchise taxes and taxes for the Vanguard Debentures) right to do business that become due and (e) the Borrower may pay expenses of Vanguard related solely to its operating obligations in an amount not to exceed $1,250,000.00 for any fiscal yearpayable by Intermediate and/or Holdings."

Restricted Payments and Purchases. The Borrower shall notnot directly or indirectly declare or make, and shall not permit any of its the Borrower’s Subsidiaries to, to directly or indirectly declare or make make, any Restricted Payment or Restricted Purchase, except that or set aside any funds for any such purpose, without the prior written consent of the Majority Lenders; provided, however, (a) so long as no Default then exists or would be caused thereby and the stated Leverage Ratio under Section 7.10 hereof is equal Borrower’s Subsidiaries may make Restricted Payments to or less than 5.50:1, up to fifty percent (50%) of Excess Cash Flow for the preceding fiscal year of the Borrower may be used by the Borrower to pay dividends to its shareholders, provided that the Borrower shall provide the Lenders with a certificate, signed by the chief financial officer of the Borrower, demonstrating pro forma compliance with the terms of this Section 7.7, after giving effect to such dividend payments; (b) so long as no Default or Event of Default then exists or would be caused thereby, the Borrower may make distributions payments due under the Management Consulting Agreement, (c) within thirty (30) days after the Agent receives the financial statements as of the end of a fiscal quarter delivered pursuant to Vanguard Section 6.2 hereof demonstrating that Borrower would have been in compliance with Sections 7.8, 7.9 and 7.10 hereof if such proposed purchase had been made on the last day of such fiscal quarter and so long as no Default or Event of Default then exists, the Borrower may purchase (other than distributions permitted or make dividends to Intermediate and/or Holdings to allow Intermediate and/or Holdings to purchase) the Capital Stock of Holdings and/or Intermediate from management for an aggregate purchase price not to exceed $500,000 in clause the aggregate, (d) of this Section 7.7) in an aggregate amount not to exceed, together with Acquisitions and Investments permitted pursuant to 7.6(b)(ii) hereof, $100,000,000.00 during the term of this Agreement, provided that such distributions shall be used by Vanguard for the purpose of repurchasing its Capital Stock; (c) so long as no Default or Event of Default then exists or would be caused thereby, the Borrower may make loans pay dividends to employees, so long as Intermediate and/or Holdings (i) the outstanding in an aggregate annual amount of such payments or loans does not exceed up to $15,000,000.00 500,000 to permit Intermediate and/or Holdings to pay corporate overhead and expenses incurred in the aggregate at ordinary course and any time, capital and franchise taxes and taxes for the right to do business that become due and payable by Intermediate and/or Holdings and (ii) no such loans in an aggregate amount of up to an employee are permitted to remain unreimbursed or unpaid by any such employee for more than five (5) years, and (iii) the proceeds of such loans shall be used to pay withholding taxes incurred $70,000,000 in connection with the exercise issuance of options to purchase Capital Stock of Vanguard by such employees; the Senior Notes and (de) so long as no Default of Event of Default then exists or would be caused thereby, the Borrower may make distributions cash bonus payments to Vanguard, or distributions to a third party financial intermediary appointed by Vanguard, in an aggregate amount management not to exceed $250,000,000.00 during the term of this Agreement to be used solely to pay (i) an amount sufficient to tender for, repurchase, defease or otherwise retire the Vanguard Debentures, (ii) current scheduled payments of accrued interest with respect to the Vanguard Debentures and payments by Vanguard pursuant to any Vanguard Interest Rate Hedge Agreements, and (iii) any fees and expenses incurred 3,000,000 in connection with the tender for, repurchase, defeasance or other retirement issuance of the Vanguard Debentures) and (e) the Borrower may pay expenses of Vanguard related solely to its operating obligations in an amount not to exceed $1,250,000.00 for any fiscal yearSenior Notes."”

Restricted Payments and Purchases. The Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly indirectly, declare or make any Restricted Payment or Restricted Purchase, except (i) the Borrower may use the proceeds of the initial Advance of the Revolving Loans to declare and pay a cash dividend of approximately $168,750,000 to CSC on or after the Agreement Date, (ii) that Borrower's Subsidiaries may make Restricted Payments to the Borrower, (aiii) so long as no Event of Default then exists or would be caused thereby the Borrower may make Restricted Payments in amounts received by the Borrower from CSC pursuant to Section 6(e) of the CSC Pledge Agreement relating to payments made to CSC under the Consulting Agreement, and (iv) so long as no Event of Default then exists or would be caused thereby and the stated Leverage Ratio under Section 7.10 hereof is equal subject to or less than 5.50:1, up to fifty percent (50%) of Excess Cash Flow for the preceding fiscal year of the Borrower may be used by the Borrower to pay dividends to its shareholders, provided that the Borrower shall provide the Lenders with a certificate, signed by the chief financial officer of the Borrower, demonstrating pro forma compliance with the terms of this Section 7.7the Subordination of Fees Agreement, after giving effect to such dividend payments; for payment of fees under the Management Agreements, (bv) so long as no Event of Default then exists or would be caused therebythereby the Borrower may pay to CSC amounts due under, and in accordance with, the Tax Sharing Agreement, (vi) the Borrower may issue its mandatorily-redeemable series A preferred stock in exchange for the class C or class D non-voting stock of the Borrower held by NBC pursuant to the NBC Agreements in effect on the Agreement Date and (vii) so long as no Event of Default then exists, if the transaction described in Section 8.5(a)(2)(B)(iii) occurs, the Borrower may make distributions a cash dividend to Vanguard (other than distributions permitted in clause (d) CSC of this Section 7.7) in an aggregate amount not to exceed, together with Acquisitions and Investments permitted pursuant to 7.6(b)(ii) hereof, $100,000,000.00 during the term of this Agreement, provided that such distributions shall be used by Vanguard for the purpose of repurchasing its Capital Stock; (c) so long as no Default then exists or would be caused thereby, the Borrower may make loans to employees, so long as (i) the outstanding amount of such payments or loans does not exceed $15,000,000.00 in the aggregate at any time, (ii) no such loans to an employee are permitted to remain unreimbursed or unpaid by any such employee for more than five (5) years, and (iii) the proceeds of such loans shall be used to pay withholding taxes incurred in connection with first $81,250,000 from the exercise of options to purchase Capital Stock of Vanguard by such employees; (d) so long as no Default then exists or would be caused thereby, the Borrower may make distributions to Vanguard, or distributions to a third party financial intermediary appointed by Vanguard, in an aggregate amount not to exceed $250,000,000.00 during the term of this Agreement to be used solely to pay (i) an amount sufficient to tender for, repurchase, defease or otherwise retire the Vanguard Debentures, (ii) current scheduled payments of accrued interest with respect to the Vanguard Debentures and payments by Vanguard pursuant to any Vanguard Interest Rate Hedge Agreements, and (iii) any fees and expenses incurred in connection with the tender for, repurchase, defeasance or other retirement of the Vanguard Debentures) and (e) the Borrower may pay expenses of Vanguard related solely to its operating obligations in an amount not to exceed $1,250,000.00 for any fiscal yearNet Cash Proceeds thereof."

Restricted Payments and Purchases. The Borrower shall notnot directly or indirectly declare or make, and shall not permit any of its the Borrower’s Subsidiaries to, to directly or indirectly declare or make make, any Restricted Payment or Restricted Purchase, except that or set aside any funds for any such purpose, without the prior written consent of the Majority Lenders; provided, however, (a) so long as no Default then exists or would be caused thereby and the stated Leverage Ratio under Section 7.10 hereof is equal Borrower’s Subsidiaries may make Restricted Payments to or less than 5.50:1, up to fifty percent (50%) of Excess Cash Flow for the preceding fiscal year of the Borrower may be used by the Borrower to pay dividends to its shareholders, provided that the Borrower shall provide the Lenders with a certificate, signed by the chief financial officer of the Borrower, demonstrating pro forma compliance with the terms of this Section 7.7, after giving effect to such dividend payments; (b) so long as no Default or Event of Default then exists or would be caused thereby, the Borrower may make distributions payments due under the Management Consulting Agreement, (c) within thirty (30) days after the Agent receives the financial statements as of the end of a fiscal quarter delivered pursuant to Vanguard Section 6.2 hereof demonstrating that Borrower would have been in compliance with Sections 7.8, 7.9 and 7.10 hereof if such proposed purchase had been made on the last day of such fiscal quarter and so long as no Default or Event of Default then exists, the Borrower may purchase (other than distributions permitted or make dividends to Intermediate and/or Holdings to allow Intermediate and/or Holdings to purchase) the Capital Stock of Holdings and/or Intermediate from management for an aggregate purchase price not to exceed $500,000 in clause the aggregate, (d) so long as no Default or Event of this Section 7.7Default then exists or would be caused thereby, the Borrower may pay dividends to Intermediate and/or Holdings (i) in an aggregate annual amount of up to $500,000 to permit Intermediate and/or Holdings to pay corporate overhead and expenses incurred in the ordinary course and any capital and franchise taxes and taxes for the right to do business that become due and payable by Intermediate and/or Holdings and (ii) in an aggregate amount not of up to exceed$70,000,000 in connection with the issuance of the Senior Notes, together with Acquisitions and Investments permitted pursuant to 7.6(b)(ii) hereof, $100,000,000.00 during the term of this Agreement, provided that such distributions shall be used by Vanguard for the purpose of repurchasing its Capital Stock; (ce) so long as no Default or Event of Default then exists or would be caused thereby, the Borrower may make loans cash bonus payments to employees, so long as management not to exceed (i) the outstanding amount of such payments or loans does not exceed $15,000,000.00 in the aggregate at any time, (ii) no such loans to an employee are permitted to remain unreimbursed or unpaid by any such employee for more than five (5) years, and (iii) the proceeds of such loans shall be used to pay withholding taxes incurred 3,000,000 in connection with the exercise issuance of options the Senior Notes and (ii) $2,500,000 in connection with the issuance of the Intermediate Notes (or Borrower may make dividends to purchase Capital Stock Intermediate for the purpose of Vanguard by paying such employees; amounts) and (df) so long as no Default or Event of Default then exists or would be caused thereby, the Borrower may make distributions pay dividends to Vanguard, or distributions to a third party financial intermediary appointed by Vanguard, in an aggregate amount not to exceed $250,000,000.00 during the term of this Agreement to be used solely to pay Intermediate (i) an amount sufficient to tender for, repurchase, defease for the purpose of paying reasonable fees and expenses in connection with the issuance and/or maintenance of the Intermediate Notes (but not for the purpose of paying principal or otherwise retire the Vanguard Debenturesinterest accrued thereon), (ii) current scheduled payments for the purpose of accrued interest with respect enabling Intermediate to redeem or repurchase Intermediate Notes at any time when the Vanguard Debentures and payments by Vanguard pursuant to any Vanguard Interest Rate Hedge AgreementsSenior Note Prepayment Conditions are met, and and/or (iii) any fees and expenses incurred dividend that occurs or is deemed to occur in connection with the tender for, repurchase, defeasance or other retirement of the Vanguard Debentures) and (e) transactions between the Borrower may pay expenses and Intermediate relating to Intermediate Notes after the Borrower has purchased Intermediate Notes in accordance with Section 7.5(j) hereof (including without limitation, and transfer for waiver of Vanguard related solely to its operating obligations in an amount not to exceed $1,250,000.00 for any fiscal yearIntermediate Notes)."”

Restricted Payments and Purchases. The Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly declare or make any Restricted Payment or Restricted Purchase, except that (a) so long as no Default then exists or would be caused thereby and the stated Leverage Ratio under Section 7.10 hereof is equal to or less than 5.50:1, up to fifty percent (50%) of Excess Cash Flow for the preceding fiscal year of the Borrower may be used by the Borrower to pay dividends to its shareholders, provided that the Borrower shall provide the Lenders with a certificate, signed by the chief financial officer of the Borrower, demonstrating pro forma compliance with the terms of this Section 7.7, after giving effect to such dividend payments; (b) so long as no Default then exists or would be caused thereby, the Borrower may make distributions to Vanguard (other than distributions permitted in clause (d) of this Section 7.7) in an aggregate amount not to exceed, together with Acquisitions and Investments permitted pursuant to 7.6(b)(ii) -2- hereof, $100,000,000.00 during the term of this Agreement, provided that such distributions shall be used by Vanguard for the purpose of repurchasing its Capital Stock; (c) so long as no Default then exists or would be caused thereby, the Borrower may make loans to employees, so long as (i) the outstanding amount of such payments or loans does not exceed $15,000,000.00 in the aggregate at any time, (ii) no such loans to an employee are permitted to remain unreimbursed or unpaid by any such employee for more than five (5) years, and (iii) the proceeds of such loans shall be used to pay withholding taxes incurred in connection with the exercise of options to purchase Capital Stock of Vanguard by such employees; (d) so long as no Default then exists or would be caused thereby, the Borrower may make distributions to Vanguard, or distributions to a third party financial intermediary appointed by Vanguard, in an aggregate amount not to exceed $250,000,000.00 during the term of this Agreement to be used solely to pay (i) an amount sufficient to tender for, repurchase, defease or otherwise retire the Vanguard Debentures, (ii) current scheduled payments of accrued interest with respect to the Vanguard Debentures and payments by Vanguard pursuant to any Vanguard Interest Rate Hedge Agreements, and (iii) any fees and expenses incurred in connection with the tender for, repurchase, defeasance or other retirement of the Vanguard Debentures) and (e) the Borrower may pay expenses of Vanguard related solely to its operating obligations in an amount not to exceed $1,250,000.00 for any fiscal year."