Distribution to Shareholders, Partners, Guarantors

Distributions by Guarantors. Except upon the prior written consent of Bank, neither _______ nor _____ shall directly or indirectly pay any dividends or make any other distributions on account of their stock to their respective shareholders except to the extent that the annual aggregate of such distributions do not exceed the annual federal and state income taxes which such shareholders are required to pay on account of income directly generated by such corporations.

Distributions to Shareholders. Except upon the prior written consent of Bank, Customer shall not in any fiscal year directly or indirectly pay any dividends or make any other distributions on account of its stock to its shareholders in an aggregate amount exceeding the net after-tax profits of Customer for said fiscal year.

Distributions to Partners. Except upon the prior written consent of Bank, Customer shall not in any fiscal year directly or indirectly pay or distribute to its partners an aggregate amount exceeding the net after tax profits of Customer for said fiscal year.

Salaries and Distributions. Unless and until Customer’s “tangible net worth” (as hereafter defined) shall exceed $_________: (i) Customer shall not directly or indirectly make any loans or distributions to, or guaranty any of the debt of, any of its shareholders; and (ii) the aggregate annual salaries, bonuses and other compensation directly or indirectly paid by Customer to __________ shall not exceed $________. As used herein, the term “tangible net worth” shall mean Customer’s net worth as shown on Customer’s regular annual financial statements prepared in a manner consistent with the terms hereof, but excluding an amount equal to: (i) any assets which are ordinarily classified as “intangible” in accordance with generally accepted accounting principles, and (ii) any amounts now or hereafter directly or indirectly owing to Customer by officers, shareholders or affiliates of Customer.