BE 100% FOR SO LONG AS
HOLDINGS OR SUCH PARENT ENTITY, AS THE CASE MAY BE, OWNS NO ASSETS OTHER THAN
THE EQUITY INTERESTS IN THE BORROWERS AND ASSETS INCIDENTAL TO THE OWNERSHIP OF
THE BORROWERS AND THEIR SUBSIDIARIES)),
(V)
SUBJECT TO THE LIMITATIONS SET FORTH IN SECTION 6.07(B)(XIV), IF
APPLICABLE, TRANSACTIONS PURSUANT TO THE TRANSACTION DOCUMENTS AND PERMITTED
AGREEMENTS IN EXISTENCE ON THE CLOSING DATE AND SET FORTH ON SCHEDULE 6.07 OR
ANY AMENDMENT THERETO TO THE EXTENT SUCH AMENDMENT IS NOT ADVERSE TO THE LENDERS
IN ANY MATERIAL RESPECT,
(VI)
(A) ANY EMPLOYMENT AGREEMENTS ENTERED INTO BY THE BORROWERS OR ANY
OF THE SUBSIDIARIES IN THE ORDINARY COURSE OF BUSINESS, (B) ANY SUBSCRIPTION
AGREEMENT OR SIMILAR AGREEMENT PERTAINING TO THE REPURCHASE OF EQUITY INTERESTS
PURSUANT TO PUT/CALL RIGHTS OR SIMILAR RIGHTS WITH EMPLOYEES, OFFICERS OR
DIRECTORS, AND (C) ANY EMPLOYEE COMPENSATION, BENEFIT PLAN OR ARRANGEMENT, ANY
HEALTH, DISABILITY OR SIMILAR INSURANCE PLAN WHICH COVERS EMPLOYEES, AND ANY
REASONABLE EMPLOYMENT CONTRACT AND TRANSACTIONS PURSUANT THERETO,
(VII)
DIVIDENDS, REDEMPTIONS AND REPURCHASES PERMITTED UNDER
SECTION 6.06, INCLUDING PAYMENTS TO HOLDINGS (AND ANY PARENT ENTITY),
(VIII)
ANY PURCHASE BY HOLDINGS OF THE EQUITY INTERESTS OF THE BORROWERS;
PROVIDED, THAT ANY EQUITY INTERESTS OF THE BORROWERS PURCHASED BY HOLDINGS SHALL
BE PLEDGED TO THE COLLATERAL AGENT ON BEHALF OF THE LENDERS PURSUANT TO THE
COLLATERAL AGREEMENT,
(IX)
PAYMENTS BY THE BORROWERS OR ANY OF THE SUBSIDIARIES TO THE FUND
OR ANY FUND AFFILIATE MADE FOR ANY FINANCIAL ADVISORY, FINANCING, UNDERWRITING
OR PLACEMENT SERVICES OR IN RESPECT OF OTHER INVESTMENT BANKING ACTIVITIES,
INCLUDING IN CONNECTION WITH ACQUISITIONS OR DIVESTITURES, WHICH PAYMENTS ARE
APPROVED BY THE MAJORITY OF THE BOARD OF DIRECTORS OF THE BORROWERS, OR A
MAJORITY OF DISINTERESTED MEMBERS OF THE BOARD OF DIRECTORS OF THE BORROWERS, IN
GOOD FAITH,
(X)
TRANSACTIONS WITH WHOLLY OWNED SUBSIDIARIES FOR THE PURCHASE OR
SALE OF GOODS, PRODUCTS, PARTS AND SERVICES ENTERED INTO IN THE ORDINARY COURSE
OF BUSINESS IN A MANNER CONSISTENT WITH PAST PRACTICE,
(XI)
ANY TRANSACTION IN RESPECT OF WHICH THE BORROWERS DELIVERS TO THE
ADMINISTRATIVE AGENT (FOR DELIVERY TO THE LENDERS) A LETTER ADDRESSED TO THE
BOARD OF DIRECTORS OF THE BORROWERS FROM AN ACCOUNTING, APPRAISAL OR INVESTMENT
BANKING FIRM, IN EACH CASE OF NATIONALLY RECOGNIZED STANDING THAT IS (A) IN THE
GOOD FAITH DETERMINATION OF THE BORROWERS QUALIFIED TO RENDER SUCH LETTER AND
(B) REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT, WHICH LETTER STATES
THAT SUCH TRANSACTION IS ON TERMS THAT ARE NO LESS FAVORABLE TO THE BORROWERS OR
SUCH SUBSIDIARY, AS APPLICABLE, THAN WOULD BE OBTAINED IN A COMPARABLE
ARM'S-LENGTH TRANSACTION WITH A PERSON THAT IS NOT AN AFFILIATE,
116
(XII)
SUBJECT TO PARAGRAPH (XIV) BELOW, THE PAYMENT OF ALL FEES,
EXPENSES, BONUSES AND AWARDS RELATED TO THE TRANSACTIONS CONTEMPLATED BY SENIOR
UNSECURED NOTES OFFERING MEMORANDUM AND THE SENIOR SUBORDINATED NOTES OFFERING
MEMORANDUM, INCLUDING FEES TO THE FUND OR ANY FUND AFFILIATE,
(XIII)
TRANSACTIONS WITH JOINT VENTURES FOR THE PURCHASE OR SALE OF
GOODS, EQUIPMENT AND SERVICES ENTERED INTO IN THE