PAYMENT PURSUANT TO
SECTION 412 OF THE CODE WITH RESPECT TO A PLAN; OR THAT THE BORROWER OR ANY
ERISA AFFILIATE HAS INCURRED OR WILL INCUR (OR HAS BEEN NOTIFIED IN WRITING THAT
IT WILL INCUR) ANY LIABILITY (INCLUDING ANY CONTINGENT OR SECONDARY LIABILITY)
TO OR ON ACCOUNT OF A PLAN PURSUANT TO SECTION 409, 502(I), 502(1), 515, 4062,
4063, 4064, 4069, 4201 OR 4204 OF ERISA OR SECTION 4971 OR 4975 OF THE CODE.
95
9.8.
MAINTENANCE OF PROPERTIES. THE BORROWER WILL, AND WILL CAUSE EACH
OF THE RESTRICTED SUBSIDIARIES TO, KEEP AND MAINTAIN ALL PROPERTY MATERIAL TO
THE CONDUCT OF ITS BUSINESS IN GOOD WORKING ORDER AND CONDITION, ORDINARY WEAR
AND TEAR EXCEPTED, EXCEPT TO THE EXTENT THAT THE FAILURE TO DO SO COULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
9.9.
TRANSACTIONS WITH AFFILIATES. THE BORROWER WILL CONDUCT, AND CAUSE
EACH OF THE RESTRICTED SUBSIDIARIES TO CONDUCT, ALL TRANSACTIONS WITH ANY OF ITS
AFFILIATES (OTHER THAN THE BORROWER AND THE RESTRICTED SUBSIDIARIES) ON TERMS
THAT ARE SUBSTANTIALLY AS FAVORABLE TO THE BORROWER OR SUCH RESTRICTED
SUBSIDIARY AS IT WOULD OBTAIN IN A COMPARABLE ARM'S-LENGTH TRANSACTION WITH A
PERSON THAT IS NOT AN AFFILIATE, PROVIDED THAT THE FOREGOING RESTRICTIONS SHALL
NOT APPLY TO (A) THE PAYMENT OF CUSTOMARY FEES TO THE SPONSOR FOR MANAGEMENT,
CONSULTING AND FINANCIAL SERVICES RENDERED TO THE BORROWER AND THE SUBSIDIARIES
AND CUSTOMARY INVESTMENT BANKING FEES PAID TO THE SPONSOR FOR SERVICES RENDERED
TO THE BORROWER AND THE SUBSIDIARIES IN CONNECTION WITH DIVESTITURES,
ACQUISITIONS, FINANCINGS AND OTHER TRANSACTIONS, (B) TRANSACTIONS PERMITTED BY
SECTION 10.6, (C) THE PAYMENT OF THE TRANSACTION EXPENSES, (D) THE ISSUANCE OF
STOCK OR STOCK EQUIVALENTS OF HOLDINGS TO THE MANAGEMENT OF THE BORROWER (OR ANY
DIRECT OR INDIRECT PARENT THEREOF) OR ANY OF ITS SUBSIDIARIES IN CONNECTION WITH
THE TRANSACTIONS OR PURSUANT TO ARRANGEMENTS DESCRIBED IN CLAUSE (F) OF THIS
SECTION 9.9, (E) LOANS, ADVANCES AND OTHER TRANSACTIONS BETWEEN OR AMONG THE
BORROWER, ANY SUBSIDIARY OR ANY JOINT VENTURE (REGARDLESS OF THE FORM OF LEGAL
ENTITY) IN WHICH THE BORROWER OR ANY SUBSIDIARY HAS INVESTED (AND WHICH
SUBSIDIARY OR JOINT VENTURE WOULD NOT BE AN AFFILIATE OF THE BORROWER BUT FOR
THE BORROWER'S OR A SUBSIDIARY'S OWNERSHIP OF STOCK OR STOCK EQUIVALENTS IN SUCH
JOINT VENTURE OR SUBSIDIARY) TO THE EXTENT PERMITTED UNDER SECTION 10, (F)
EMPLOYMENT AND SEVERANCE ARRANGEMENTS BETWEEN THE BORROWER AND THE SUBSIDIARIES
AND THEIR RESPECTIVE OFFICERS, EMPLOYEES OR CONSULTANTS (INCLUDING MANAGEMENT
AND EMPLOYEE BENEFIT PLANS OR AGREEMENTS, STOCK OPTION PLANS AND OTHER
COMPENSATORY ARRANGEMENTS) IN THE ORDINARY COURSE OF BUSINESS, (G) PAYMENTS BY
THE BORROWER (AND ANY DIRECT OR INDIRECT PARENT THEREOF) AND THE SUBSIDIARIES
PURSUANT TO THE TAX SHARING AGREEMENTS AMONG THE BORROWER (AND ANY SUCH PARENT)
AND THE SUBSIDIARIES ON CUSTOMARY TERMS TO THE EXTENT ATTRIBUTABLE TO THE
OWNERSHIP OR OPERATION OF THE BORROWER AND THE SUBSIDIARIES; PROVIDED THAT IN
EACH CASE THE AMOUNT OF SUCH PAYMENTS IN ANY FISCAL YEAR DOES NOT EXCEED THE
AMOUNT THAT THE BORROWER AND ITS