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 Borrowers and 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) (f) (g) and (h) below, to engage in the following transactions: (a) (i) the Agreement for Management and Advisory Services, between Investcorp International, Inc. (“III”) and the U.S. Borrower dated as of January 8, 1999, (ii) the Loan Financing Advisory Agreement between III and the U.S. Borrower dated as of January 8, 1999, (iii) the Agreement for Management and Advisory Services between Investcorp Management Services Limited (“IMSL”) and HubCo dated as of January 8, 1999, (iv) the Mergers and Acquisitions Advisory Agreement between IMSL and HubCo dated as of January 8, 1999 and (v) the Marketing Services Agreement, and (vi) the R&D Services Agreements and (vii) the Agreement for Management Advisory, Strategic Planning and Consulting Services between III and the U.S. 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 Bermuda 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 Bermuda 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 8.1; (e) agreements providing for commercially reasonable fees in connection with any permitted purchase or acquisition of stock or assets by the Bermuda Borrower or any of its Subsidiaries; (f) the Refinancing; (g) the Corporate Restructuring; and (h) a Qualifying Disposition and payments and dividends made in connection with the consummation of a Qualifying Disposition, including payments and dividends made from cash on the balance sheet of the Borrowers and their Subsidiaries (provided however that payments and dividends shall be made from such cash only if the chief financial officer of the Borrowers has made a determination in good faith that there would be sufficient liquidity after giving effect thereto) and/or the proceeds of any Incremental Term Loans, and including transaction bonus payments to employees and payments with respect to employee stock options in connection with such Qualifying Disposition.

Permitted Payments and Transactions. Notwithstanding any provision to the contrary contained in this Agreement, the Borrowers Company and their 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) (f) (g) and (hd) below, to engage in the following transactions: (a) (ia)(i) the Agreement for Management and Advisory Services, between Investcorp International, Inc. (“"III”") and the U.S. Borrower FBP Acquisition Corp., Inc., a Delaware corporation ("ACQUISITIONCO") dated as of January 8June 17, 19991997, (ii) the Loan Financing Advisory Agreement between III and the U.S. Borrower AcquisitionCo dated as of January 8Xxxxx 00, 19990000, (iiixxx) the Agreement for Management and Advisory Services Equity Placement Fee Letter between Investcorp Management Services Limited (“IMSL”) and HubCo AcquisitionCo dated as of January 8June 17, 19991997, (iv) the Mergers and Acquisitions Advisory Standby Commitment Agreement between IMSL AcquisitionCo and HubCo Invifin S.A. dated as of January 8June 17, 1999 1997 and (v) the Marketing Services AgreementAgreement and Plan of Merger, and (vi) the R&D Services Agreements and (vii) the Agreement for Management Advisory, Strategic Planning and Consulting Services between III and the U.S. Borrower dated as of October 1March 20, 20051997, as amended; (b) agreements with any Person or Persons providing for the payment of customary fees in connection with serving as a director of the Bermuda 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 Bermuda 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 8.1; and (e) agreements providing for commercially reasonable fees in connection with any permitted purchase or acquisition of stock or assets by the Bermuda Borrower Company or any of its Subsidiaries; (f) the Refinancing; (g) the Corporate Restructuring; and (h) a Qualifying Disposition and payments and dividends made in connection with the consummation of a Qualifying Disposition, including payments and dividends made from cash on the balance sheet of the Borrowers and their Subsidiaries (provided however that payments and dividends shall be made from such cash only if the chief financial officer of the Borrowers has made a determination in good faith that there would be sufficient liquidity after giving effect thereto) and/or the proceeds of any Incremental Term Loans, and including transaction bonus payments to employees and payments with respect to employee stock options in connection with such Qualifying Disposition.

Permitted Payments and Transactions. Notwithstanding any provision to the contrary contained in this Agreement, the Borrowers Company and their 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) (f) (g) and (hd) below, to engage in the following transactions: (a) (ia)(i) the Management Advisory, Strategic Planning and Consulting Services Agreement for Management and Advisory Services, between Investcorp International, Inc. (“"III”") and the U.S. Borrower dated as of January 8, 1999Company, (ii) the Loan Financing Finance Advisory Agreement between 102 97 III and the U.S. Borrower dated as of January 8, 1999Company, (iii) the Agreement for Management and Advisory Services between Investcorp Management Services Limited (“IMSL”) and HubCo dated as of January 8, 1999, (iv) the Mergers and Acquisitions Advisory Agreement between IMSL III and HubCo dated as of January 8Holdings, 1999 and (iv) the Standby Commitment Fee payable by Holdings to Invifin S.A., (v) the Marketing Services AgreementLoan Discount Fee payable by the Company to Auto Equity Limited, and (vi) the R&D Services Agreements Stock Purchase Agreement and the exhibits and schedules thereto, (vii) the Agreement for Management AdvisoryReal Estate Financing Agreement, Strategic Planning (viii) Indebtedness payable to Transatlantic Finance, Ltd. in the aggregate amount of $16.5 million and Consulting Services between III and (ix) payments made under the U.S. Borrower dated as of October 1equity participation program resulting from the Closing Date Transactions, 2005; (b) agreements with any Person or Persons providing for the payment of customary fees in connection with serving as a director of the Bermuda 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 stock or assets of the Bermuda 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 8.1; and (e) agreements providing for commercially reasonable fees in connection with any permitted purchase or acquisition of stock or assets by the Bermuda Borrower Company or any of its Subsidiaries; (f) the Refinancing; (g) the Corporate Restructuring; and (h) a Qualifying Disposition and payments and dividends made in connection with the consummation of a Qualifying Disposition, including payments and dividends made from cash on the balance sheet of the Borrowers and their Subsidiaries (provided however that payments and dividends shall be made from such cash only if the chief financial officer of the Borrowers has made a determination in good faith that there would be sufficient liquidity after giving effect thereto) and/or the proceeds of any Incremental Term Loans, and including transaction bonus payments to employees and payments with respect to employee stock options in connection with such Qualifying Disposition.. 103 98

Permitted Payments and Transactions. Notwithstanding any provision to the contrary contained in this Agreement, the Borrowers Company and their 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) (f) (g) and (hd) below, to engage in the following transactions: (a) (i) the Agreement for Management and Financing Advisory ServicesAgreement, between Investcorp International, Inc. (“III”) and the U.S. Borrower dated as of January October 8, 19991997 between Investcorp International Inc. and the Company, (ii) the Loan Financing Advisory Amended and Restated Agreement between III and the U.S. Borrower dated as of January 8, 1999, (iii) the Agreement for Management and Advisory Services between Investcorp Management Services Limited (“IMSL”) and HubCo dated as of January 8, 1999, (iv) the Mergers and Acquisitions Advisory Agreement between IMSL and HubCo dated as of January 8, 1999 and (v) the Marketing Services Agreement, and (vi) the R&D Services Agreements and (vii) the Agreement for For Management Advisory, Strategic Planning and Consulting Services between III and the U.S. Borrower Services, dated as of October 1June 11, 20052003 among Investcorp International Inc. and the Company; (iii) the Stand-By Commitment Letter, dated as of November 19, 1997, between Invifin, S.A. and the Company and (iv) the Management Services Agreement, dated as of June 11, 2003, between the Company and Leonard Green Partners, L.P.; provided that on and after the Closing Xxxx, xxx Xxxpany shall not pay (but shall accrue) any management fees under this clause (a) if, on the date such fees are due and payable the sum of (x) the domestic cash and Cash Equivalent balances without encumbrances (other than Liens permitted pursuant to subsection 9.2(f) or subsection 9.2(m)) of the Company and the Subsidiary Guarantors on such date, plus (y) availability under all Receivables Facilities, plus (z) unutilized revolving loan commitments under the First Lien Facility, is less than $35,000,000; (b) agreements with any Person or Persons providing for the payment of customary fees in connection with serving as a director of the Bermuda 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 Bermuda 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 8.19.1; and (e) agreements providing for commercially reasonable fees in connection with any permitted purchase or acquisition of stock or assets by the Bermuda Borrower Company or any of its Subsidiaries; (f) the Refinancing; (g) the Corporate Restructuring; and (h) a Qualifying Disposition and payments and dividends made in connection with the consummation of a Qualifying Disposition, including payments and dividends made from cash on the balance sheet of the Borrowers and their Subsidiaries (provided however that payments and dividends shall be made from such cash only if the chief financial officer of the Borrowers has made a determination in good faith that there would be sufficient liquidity after giving effect thereto) and/or the proceeds of any Incremental Term Loans, and including transaction bonus payments to employees and payments with respect to employee stock options in connection with such Qualifying Disposition.