Common use of Permitted Payments and Transactions Clause in Contracts

Permitted Payments and Transactions. Notwithstanding any provision to the contrary contained in this Agreement, the Borrower and its Subsidiaries shall be permitted to make payments (including fees and expenses) pursuant to or in respect of, the following agreements, and, in the case of clauses (a), (d), (e) and (f) below, to engage in the following transactions: (a) (i) the Marketing Services Agreement, (ii) the R&D Services Agreements, (iii) the Agreement for Management Advisory, Strategic Planning and Consulting Services between Investcorp International, Inc. and the Borrower dated as of October 1, 2005, and (iv) the Agreement for Management Advisory, Strategic Planning and Consulting Services between MidOcean US Advisor, LP and the Borrower dated as of October 1, 2005; (b) agreements with any Person or Persons providing for the payment of customary fees in connection with serving as a director of the Borrower or any of its Subsidiaries; (c) agreements providing for the payment of commercially reasonable fees in connection with any permitted financing, refinancing, sale, transfer, sale and leaseback or other permitted disposition of any assets of the Borrower or any of its Subsidiaries; (d) the borrowing of any Indebtedness to the extent, and upon the terms and conditions, the same is expressly permitted under subsection 7.1; (e) agreements providing for commercially reasonable fees in connection with any permitted purchase or acquisition of stock or assets by the Borrower or any of its Subsidiaries and (f) the Transactions.

Permitted Payments and Transactions. Notwithstanding any ----------------------------------- provision to the contrary contained in this Agreement, the Borrower Company and its Subsidiaries shall be permitted to make payments (including pay fees and expenses) expenses pursuant to or in respect of, the following agreements, and, in the case of clauses (a), (d), (e) and (fd) below, to engage in the following transactions: (a) (ia)(i) the Marketing Services AgreementAgreement for Management and Advisory Services, between Investcorp International, Inc. ("III") --- and AcquisitionCo dated as of August 11, 1998, (ii) the R&D Services Agreements, (iii) the Loan Financing Advisory Agreement for Management Advisory, Strategic Planning between III and Consulting Services between Investcorp International, Inc. and the Borrower AcquisitionCo dated as of October 1Xxxxxx 00, 20050000, (xxx) the Equity Placement Fee Letter between Investcorp and AcquisitionCo dated August 11, 1998, (iv) the Standby Commitment Agreement for Management Advisory, Strategic Planning between AcquisitionCo and Consulting Services between MidOcean US Advisor, LP and the Borrower Invifin S.A. dated as of October 1August 11, 20051998 and (v) the Merger Agreement; (b) agreements with any Person or Persons providing for the payment of customary fees in connection with serving as a director of the Borrower Company or any Subsidiary of its Subsidiariesthe Company; (c) agreements providing for the payment of commercially reasonable fees in connection with any permitted financing, refinancing, sale, transfer, sale and leaseback or other permitted disposition of any assets of the Borrower Company or any of its Subsidiaries; (d) the borrowing of any Indebtedness to the extent, and upon the terms and conditions, the same is expressly permitted under subsection 7.1; and (e) agreements providing for commercially reasonable fees in connection with any permitted purchase or acquisition of stock or assets by the Borrower Company or any of its Subsidiaries and (f) the TransactionsSubsidiaries.

Permitted Payments and Transactions. Notwithstanding any provision to the contrary contained in this Agreement, the Borrower and its Subsidiaries shall be permitted to make payments (including fees and expenses) pursuant to or in respect of, the following agreements, and, in the case of clauses (a), (d), (e) and (fd) below, to engage in the following transactions: (a) (i) the Marketing Services Agreement, (ii) the R&D Services Agreements, (iii) the Agreement for Management Advisoryand Advisory Services, Strategic Planning and Consulting Services between Investcorp International, Inc. (“III”) and the Borrower dated as of October 1May 10, 20052000, and (ivii) the Loan Financing Advisory Agreement for Management Advisory, Strategic Planning and Consulting Services between MidOcean US Advisor, LP III and the Borrower dated as of October 1December 28, 20051999 and (iii) the Merger Agreement; (b) agreements with any Person or Persons providing for the payment of customary fees in connection with serving as a director of the Borrower or any of its Subsidiaries; (c) agreements providing for the payment of commercially reasonable fees in connection with any permitted financing, refinancing, sale, transfer, sale and leaseback or other permitted disposition of any assets of the Borrower or of any of its Subsidiaries; (d) the borrowing of any Indebtedness to the extent, and upon the terms and conditions, the same is expressly permitted under subsection 7.19.1; (e) agreements providing for commercially reasonable fees in connection with any permitted purchase or acquisition of stock or assets by the Borrower or any of its Subsidiaries Subsidiaries; and (f) agreements relating to the Transactionspayment of $2,500,000 in fees to certain members of the Borrower’s management in connection with the provision of transition services to the Borrower subsequent to the Merger, as more fully described in the Offering Memorandum.

Permitted Payments and Transactions. Notwithstanding any ----------------------------------- provision to the contrary contained in this Agreement, the Borrower and its Subsidiaries shall be permitted to make payments (including fees and expenses) pursuant to or in respect of, the following agreements, and, in the case of clauses (a), (d), (e) and (fd) below, to engage in the following transactions: (a) (ia)(i) the Marketing Services AgreementAgreement for Management and Advisory Services, between Investcorp International, Inc. ("III") and the Borrower dated as of the date hereof, (ii) the R&D Services Agreements, (iii) the Loan Financing Advisory Agreement for Management Advisory, Strategic Planning and Consulting Services between Investcorp International, Inc. III and the Borrower dated as of October 16, 20051999, and (iii) the Asset Purchase Agreement, (iv) the Stock Exchange Agreement for Management Advisorydated as the date hereof and (v) the Fee Letter between Holdings and Odyssey Investment Partners, Strategic Planning and Consulting Services between MidOcean US Advisor, LP and the Borrower LLC dated as of October 1, 2005the date hereof; (b) agreements with any Person or Persons providing for the payment of customary fees in connection with serving as a director of Holdings the Borrower or any Subsidiary of its Subsidiariesthe Borrower; (c) agreements providing for the payment of commercially reasonable fees in connection with any permitted financing, refinancing, sale, transfer, sale and leaseback or other permitted disposition of any assets of the Borrower or any of its Subsidiaries; (d) the borrowing of any Indebtedness to the extent, and upon the terms and conditions, the same is expressly permitted under subsection 7.18.1; and (e) agreements providing for commercially reasonable fees in connection with any permitted purchase or acquisition of stock or assets by the Borrower or any of its Subsidiaries and (f) the TransactionsSubsidiaries.

Permitted Payments and Transactions. Notwithstanding any provision to the contrary contained in this Agreement, the Borrower and its Subsidiaries shall be permitted to make payments (including fees and expenses) pursuant to or in respect of, the following agreements, and, in the case of clauses (a), (d), (e) and (fd) below, to engage in the following transactions: (a) (ia)(i) the Marketing Services AgreementAgreement for Management and Advisory Services, between Investcorp International, Inc. ("III") and the Borrower dated as of the date hereof, (ii) the R&D Services Agreements, (iii) the Loan Financing Advisory Agreement for Management Advisory, Strategic Planning and Consulting Services between Investcorp International, Inc. III and the Borrower dated as of October 16, 20051999, and (iii) the Asset Purchase Agreement, (iv) the Stock Exchange Agreement for Management Advisorydated as the date hereof and (v) the Fee Letter between Holdings and Odyssey Investment Partners, Strategic Planning and Consulting Services between MidOcean US Advisor, LP and the Borrower LLC dated as of October 1, 2005the date hereof; (b) agreements with any Person or Persons providing for the payment of customary fees in connection with serving as a director of Holdings the Borrower or any Subsidiary of its Subsidiariesthe Borrower; (c) agreements providing for the payment of commercially reasonable fees in connection with any permitted financing, refinancing, sale, transfer, sale and leaseback or other permitted disposition of any assets of the Borrower or any of its Subsidiaries; (d) the borrowing of any Indebtedness to the extent, and upon the terms and conditions, the same is expressly permitted under subsection 7.18.1; and (e) agreements providing for commercially reasonable fees in connection with any permitted purchase or acquisition of stock or assets by the Borrower or any of its Subsidiaries and (f) the TransactionsSubsidiaries.

Permitted Payments and Transactions. Notwithstanding any provision to the contrary contained in this Agreement, the Borrower and its Subsidiaries shall be permitted to make payments (including fees and expenses) pursuant to or in respect of, the following agreements, and, in the case of clauses (a), (d), (e) and (fd) below, to engage in the following transactions: (a) (i) the Marketing Services Agreement, (ii) the R&D Services Agreements, (iii) the Agreement for Management Advisoryand Advisory Services, Strategic Planning and Consulting Services between Investcorp International, Inc. ("III") and the Borrower dated as of October 1May 10, 20052000, and (ivii) the Loan Financing Advisory Agreement for Management Advisory, Strategic Planning and Consulting Services between MidOcean US Advisor, LP III and the Borrower dated as of October 1December 28, 20051999 and (iii) the Merger Agreement; (b) agreements with any Person or Persons providing for the payment of customary fees in connection with serving as a director of the Borrower or any of its Subsidiaries; (c) agreements providing for the payment of commercially reasonable fees in connection with any permitted financing, refinancing, sale, transfer, sale and leaseback or other permitted disposition of any assets of the Borrower or of any of its Subsidiaries; (d) the borrowing of any Indebtedness to the extent, and upon the terms and conditions, the same is expressly permitted under subsection 7.18.1; (e) agreements providing for commercially reasonable fees in connection with any permitted purchase or acquisition of stock or assets by the Borrower or any of its Subsidiaries Subsidiaries; and (f) agreements relating to the Transactionspayment of $2,500,000 in fees to certain members of the Borrower's management in connection with the provision of transition services to the Borrower subsequent to the Merger, as more fully described in the Offering Memorandum.

Permitted Payments and Transactions. Notwithstanding any provision to the contrary contained in this Agreement, the Borrower Borrowers and its their Subsidiaries shall be permitted to make payments (including fees and expenses) pursuant to or in respect of, the following agreements, and, in the case of clauses (a), (d), (e) and (fd) below, to engage in the following transactions: (a) (i) the Marketing Services Agreement, (ii) the R&D Services Agreements, (iii) the Agreement for Management Advisory, Strategic Planning and Consulting Services Services, between Investcorp International, Inc. (“III”) and MergerCo as such agreement is in effect on the Borrower dated Closing Date, (ii) the Financing Advisory Services Agreement between III and MergerCo as of October 1such agreement is in effect on the Closing Date, 2005(iii) the Financing Advisory Services Agreement between MergerCo and Berkshire as such agreement is in effect on the Closing Date, and (iv) the Financing Advisory Services Agreement between MergerCo and Greenbriar as such agreement is in effect on the Closing Date, and (v) any other agreement with III or any of its Affiliates providing for Management Advisory, Strategic Planning and Consulting Services between MidOcean US Advisor, LP and the Borrower dated as payment of October 1, 2005management fees of up to $2,000,000 in the aggregate in any Fiscal Year; (b) agreements with any Person or Persons providing for the payment of customary fees in connection with serving as a director of the Borrower Holdings or any Subsidiary of its SubsidiariesHoldings; (c) agreements providing for the payment of commercially reasonable fees in connection with any permitted financing, refinancing, sale, transfer, sale and leaseback or other permitted disposition of any assets of the Borrower Holdings or any of its Subsidiaries; (d) the borrowing of any Indebtedness to the extent, and upon the terms and conditions, the same is expressly permitted under subsection Section 7.1; and (e) agreements providing for commercially reasonable fees in connection with any permitted purchase or acquisition of stock or assets by the Borrower Holdings or any of its Subsidiaries and (f) the TransactionsSubsidiaries.

Permitted Payments and Transactions. Notwithstanding any provision to the contrary contained in this Agreement, the Borrower Company and its Subsidiaries shall be permitted to make payments (including pay fees and expenses) expenses pursuant to or in respect of, the following agreements, and, in the case of clauses (a), (d), (e) and (fd) below, to engage in the following transactions: (a) (ia)(i) the Marketing Services AgreementAgreement for Management and Advisory Services, between Investcorp International, Inc. ("III") and AcquisitionCo dated as of June 17, 1997, (ii) the R&D Services AgreementsLoan Financing Advisory Agreement between III and AcquisitionCo dated as of March 20, 1997, (iii) the Agreement for Management AdvisoryEquity Placement Fee Lexxxx xxxxxxx Xxxxxxxxrp and AcquisitionCo dated June 17, Strategic Planning and Consulting Services between Investcorp International1997, Inc. and the Borrower dated as of October 1, 2005, and (iv) the Standby Commitment Agreement for Management Advisory, Strategic Planning between AcquisitionCo and Consulting Services between MidOcean US Advisor, LP and the Borrower Invifin S.A. dated as of October 1June 17, 20051997 and (v) the Merger Agreement; (b) agreements with any Person or Persons providing for the payment of customary fees in connection with serving as a director of the Borrower Company or any Subsidiary of its Subsidiariesthe Company; (c) agreements providing for the payment of commercially reasonable fees in connection with any permitted financing, refinancing, sale, transfer, sale and leaseback or other permitted disposition of any assets of the Borrower Company or any of its Subsidiaries; (d) the borrowing of any Indebtedness to the extent, and upon the terms and conditions, the same is expressly permitted under subsection 7.18.1; and (e) agreements providing for commercially reasonable fees in connection with any permitted purchase or acquisition of stock or assets by the Borrower Company or any of its Subsidiaries and (f) the TransactionsSubsidiaries.

Permitted Payments and Transactions. Notwithstanding any provision to the contrary contained in this Agreement, the Borrower Company and its Subsidiaries shall be permitted to make payments (including fees and expenses) pursuant to or in respect of, the following agreements, and, in the case of clauses (a), (d), (e) and (fd) below, to engage in the following transactions: (a) (i) the Marketing Services Financing Advisory Agreement, dated as of October 8, 1997 between Investcorp International Inc. and the Company, (ii) the R&D Services Agreements, (iii) the Amended and Restated Agreement for For Management Advisory, Strategic Planning and Consulting Services between Services, dated as of June 11, 2003 among Investcorp International, International Inc. and the Borrower Company; (iii) the Stand-By Commitment Letter, dated as of October 1November 19, 20051997, between Invifin, S.A. and the Company, (iv) the Recapitalization Agreement for and (v) the Management AdvisoryServices Agreement, Strategic Planning and Consulting Services between MidOcean US Advisor, LP and the Borrower dated as of October 1June 11, 20052003, between the Company and Xxxxxxx Xxxxx Partners, L.P.; (b) agreements with any Person or Persons providing for the payment of customary fees in connection with serving as a director of the Borrower Company or any Subsidiary of its Subsidiariesthe Company; (c) agreements providing for the payment of commercially reasonable fees in connection with any permitted financing, refinancing, sale, transfer, sale and leaseback or other permitted disposition of any assets of the Borrower Company or any of its Subsidiaries; (d) the borrowing of any Indebtedness to the extent, and upon the terms and conditions, the same is expressly permitted under subsection 7.19.1; and (e) agreements providing for commercially reasonable fees in connection with any permitted purchase or acquisition of stock or assets by the Borrower Company or any of its Subsidiaries and (f) the TransactionsSubsidiaries.