Common use of Transactions with Shareholders and Affiliates Clause in Contracts

Transactions with Shareholders and Affiliates. Holdings and Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 10% or more of any class of equity Securities of Holdings or with any Affiliate of Company or Holdings or of any such holder, on terms that are less favorable to Company or that Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not such a holder or Affiliate; provided that the foregoing restriction shall not apply to (i) any transaction between Company and any of its Subsidiaries or between any of its Subsidiaries, (ii) reasonable and customary fees paid to members of the Governing Bodies of Company and its Subsidiaries, (iii) Restricted Junior Payments permitted by subsection 7.4, (iv) employment and severance arrangements between Company and the Subsidiaries and their respective officers and employees in the ordinary course of business, (v) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers and employees of Company and the Subsidiaries in the ordinary course of business, (vi) the payment of fees, expenses, indemnities or other payments pursuant transactions pursuant to the other permitted agreements in existence on the Closing Date and set forth on Schedule 7.8 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect, (vii) so long as no Event of Default or Potential Event of Default shall have occurred and be continuing or be caused thereby, payments of up to $2,000,000 per Fiscal Year of management and monitoring fees provided for in the Management Agreement, as in effect on the Closing Date and (viii) so long as no Event of Default or Potential Event of Default shall have occurred and be continuing or be caused thereby, Holdings and Company may pay additional fees, expenses, costs or other payments to any Person (including, without limitation, any Vector Entity or any of its Affiliates) after the Closing Date in an aggregate amount, when taken together with Restricted Junior Payments made pursuant to subsection 7.4(v), not to exceed $12,000,000 plus interest accruing thereon from and after the Closing Date at the applicable federal rate; provided, that all such payments made pursuant to this subsection 7.8(viii) shall have been funded with amounts deposited in a segregated account on the Closing Date.

Transactions with Shareholders and Affiliates. Holdings and Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 105% or more of any class of equity Securities of Holdings Company or with any Affiliate of Company or Holdings or of any such holder, on terms that are less favorable to Company or that Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not such a holder or Affiliate; provided that the foregoing restriction shall not apply to (i) any transaction between Indebtedness permitted under subsection 6.1 among Company and any of its Subsidiaries or between any among Subsidiaries of its SubsidiariesCompany, (ii) reasonable and customary salaries and fees paid to current officers and members of the Governing Bodies of Company and its Subsidiaries, provided that such salary and fee arrangements are entered into at arms' length and on terms that are no less favorable to Company or that Subsidiary, as the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, (iii) Restricted Junior Payments permitted by subsection 7.4reasonable and customary indemnifications and insurance arrangements for the benefit of Persons that are officers or members of the Governing Bodies of Company and its Subsidiaries on or after the Closing Date, whether such Persons are current or former officers or members at the time such indemnifications or arrangements are entered into, provided that such indemnifications and arrangements are entered into at arms' length and on terms that are no less favorable to Company or that Subsidiary, as the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, (iv) the Employment Agreements in effect on the Closing Date, and any other employment and severance agreements or benefits arrangements between entered into on or after the Closing Date by Company and its Subsidiaries with employees at arms' length and on terms that are no less favorable to Company or that Subsidiary, as the Subsidiaries and their respective officers and employees in case may be, than those that would have been obtained at the ordinary course of businessrelevant time from Persons who are not such a holder or Affiliate, (v) payments (and other transactions) made in accordance with the payment terms of customary fees the Management Services and reasonable out of pocket costs toReimbursement Agreement, and indemnities provided on behalf of, directors, managers, consultants, officers and employees of Company the Tax Sharing Agreement and the Subsidiaries in the ordinary course of businessother Related Agreements, (vi) the payment of fees, expenses, indemnities or other payments pursuant transactions pursuant to the other permitted agreements in existence occurring on the Closing Date and set forth described on Schedule 7.8 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect6.8 annexed hereto, (vii) so long as no Event services rendered by certain Subsidiaries for the benefit of Default or Potential Event other Subsidiaries pursuant to the terms of Default shall have occurred and be continuing or be caused therebythe intercompany service agreements described on Schedule 6.8 annexed hereto, payments of up to $2,000,000 per Fiscal Year of management and monitoring fees provided for in the Management Agreement, as in effect on the Closing Date and (viii) so long as no Event the payment of Default or Potential Event reasonable legal fees and expenses incurred by law firms in which Directors of Default shall have occurred Company are affiliated for services rendered to Company and be continuing or be caused thereby, Holdings and Company may pay additional fees, expenses, costs or other payments to any Person (including, without limitation, any Vector Entity or any of its Affiliates) after the Closing Date in an aggregate amount, when taken together with Restricted Junior Payments made pursuant to subsection 7.4(v), not to exceed $12,000,000 plus interest accruing thereon from and after the Closing Date at the applicable federal rate; provided, that all such payments made pursuant to this subsection 7.8(viii) shall have been funded with amounts deposited in a segregated account on the Closing DateSubsidiaries.

Transactions with Shareholders and Affiliates. Holdings and Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 10% or more of any class of equity Securities of Holdings or with any Affiliate of Company or Holdings or of any such holder, on terms that are less favorable to Company or that Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not such a holder or Affiliate; provided that the foregoing restriction shall not apply to (i) any transaction between among Company and any of its Subsidiaries or between any of among its Subsidiaries, (ii) reasonable and customary fees paid to members of the Governing Bodies of Company Holdings and its Subsidiaries, (iii) Restricted Junior Payments permitted by subsection 7.4, (iv) employment and severance arrangements between Company Holdings and the its Subsidiaries and their respective officers and employees in the ordinary course of business, (v) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers and employees of Company Holdings and the its Subsidiaries in the ordinary course of business, (vi) the payment of fees, expenses, indemnities or other payments pursuant transactions pursuant to the other permitted agreements in existence on the Closing Date and set forth on Schedule 7.8 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect, any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, equity purchase agreements, deferred compensation agreements, stock options and stock ownership plans or similar employee benefit plans approved by the board of directors of Holdings or Company (or similar governing body)), (vii) so long as no Event of Default or Potential Event of Default shall have occurred loans and be continuing or be caused therebyadvances to employees for entertainment and travel expenses, payments of up to $2,000,000 per Fiscal Year of management drawing accounts and monitoring fees provided for similar expenditures in the Management Agreementordinary course of business, as in effect on the Closing Date and (viii) so long as no Event of Default the existence of, or Potential Event of Default shall have occurred and be continuing or be caused thereby, the performance by Holdings and Company may pay additional fees, expenses, costs or other payments to any Person (including, without limitation, any Vector Entity or any of its AffiliatesSubsidiaries of its obligations under the terms of, the Merger Documents, (ix) after the Closing Date in an aggregate amount, when taken together with Restricted Junior Payments made pursuant to subsection 7.4(vtransactions contemplated by the Merger Documents (including payment of the Transaction Costs), not (x) entering into the tax sharing agreements or arrangements approved by the board of directors of Holdings or Company (or similar governing body) and the payment of all fees and expenses related thereto, and (xi) any contribution to exceed $12,000,000 plus interest accruing thereon from and after the Closing Date at the applicable federal rate; provided, that all such payments made pursuant to this subsection 7.8(viii) shall have been funded with amounts deposited in a segregated account on the Closing Datecapital of Holdings or Company.

Transactions with Shareholders and Affiliates. Holdings and Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 105% or more of any class of equity Securities of Holdings Company or with any Affiliate of Company or Holdings or of any such holder, on terms that are less favorable to Company or that Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not such a holder or Affiliate; provided that the foregoing restriction shall not apply to (i) any transaction between Indebtedness permitted under subsection 7.1 among Company and any of its Subsidiaries or between any among Subsidiaries of its SubsidiariesCompany, (ii) reasonable and customary salaries and fees paid to current officers and members of the Governing Bodies of Company and its Subsidiaries, provided that such salary and fee arrangements are entered into at arms' length and on terms that are no less favorable to Company or that Subsidiary, as the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, (iii) Restricted Junior Payments permitted by subsection 7.4reasonable and customary indemnifications and insurance arrangements for the benefit of Persons that are officers or members of the Governing Bodies of Company and its Subsidiaries on or after the Closing Date, whether such Persons are current or former officers or members at the time such indemnifications or arrangements are entered into, provided that such indemnifications and arrangements are entered into at arms' length and on terms that are no less favorable to Company or that Subsidiary, as the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, (iv) any employment and severance agreements or benefits arrangements between entered into on or after the Closing Date by Company and its Subsidiaries with employees at arms' length and on terms that are no less favorable to Company or that Subsidiary, as the Subsidiaries and their respective officers and employees in case may be, than those that would have been obtained at the ordinary course of businessrelevant time from Persons who are not such a holder or Affiliate, (v) payments (and other transactions) made in accordance with the payment terms of customary fees the Management Services and reasonable out of pocket costs toReimbursement Agreement, and indemnities provided on behalf ofthe DHC Tax Sharing Agreement, directors, managers, consultants, officers and employees of Company the Corporate Services Reimbursement Agreement and the Subsidiaries in the ordinary course of businessother Related Agreements, (vi) the payment of fees, expenses, indemnities or other payments pursuant transactions pursuant to the other permitted agreements in existence occurring on the Closing Date and set forth described on Schedule 7.8 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respectannexed hereto, and (vii) so long as no Event the payment of Default or Potential Event reasonable legal fees and expenses incurred by law firms in which Directors of Default shall have occurred Company are affiliated for services rendered to Company and be continuing or be caused thereby, payments of up to $2,000,000 per Fiscal Year of management and monitoring fees provided for in the Management Agreement, as in effect on the Closing Date and (viii) so long as no Event of Default or Potential Event of Default shall have occurred and be continuing or be caused thereby, Holdings and Company may pay additional fees, expenses, costs or other payments to any Person (including, without limitation, any Vector Entity or any of its Affiliates) after the Closing Date in an aggregate amount, when taken together with Restricted Junior Payments made pursuant to subsection 7.4(v), not to exceed $12,000,000 plus interest accruing thereon from and after the Closing Date at the applicable federal rate; provided, that all such payments made pursuant to this subsection 7.8(viii) shall have been funded with amounts deposited in a segregated account on the Closing DateSubsidiaries.

Transactions with Shareholders and Affiliates. Holdings Except for the transactions contemplated by the agreements, including performance by the applicable parties of the Obligations thereunder, set forth on Schedule 6.3(H) as such agreements are in effect as of the date hereof or any amendment permitted by the terms of this Agreement(provided any payments thereunder shall be governed by the terms of Section 6.3(F)) and Company shall notexcept as otherwise permitted herein, and shall not permit neither the Borrower nor any of its Restricted Subsidiaries to, shall directly or indirectlyindirectly (i) pay any management fees, consulting fees, investment banking fees or other similar fees or compensation to any of the Jordan Stockholders, Management, MCIT or any other holder or holders of the Borrower's or Holdings' Equity Securities, other than wages, salaries and bonuses of employees who are also stockholders of the Borrower in the ordinary course and consistent with past practices or (ii) enter into or permit to exist any transaction (including including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with any Jordan Stockholder, Management, MCIT or holder of 10% or more holders of any class of its equity Securities securities of Holdings the Borrower or Holdings, or with any Affiliate of Company or Holdings or of any such holderthe Borrower (other than Holdings, the Borrower and its Subsidiaries) which is not its Restricted Subsidiary, on terms that are less favorable to Company the Borrower or that Subsidiaryany of its Restricted Subsidiaries, as the case may beapplicable, than those that might be obtained in an arm's length transaction at the time from Persons who are not such a holder holder, Affiliate or Affiliate; provided MCIT (each such transaction or series of related transactions that the foregoing restriction shall not apply to (i) any transaction between Company and any are part of its Subsidiaries or between any of its Subsidiariesa common plan, (ii) reasonable and customary fees paid to members of the Governing Bodies of Company and its Subsidiariesan "Affiliate Transaction"), (iii) Restricted Junior Payments permitted by subsection 7.4, (iv) employment and severance arrangements between Company and the Subsidiaries and their respective officers and employees in the ordinary course of business, (v) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers and employees of Company and the Subsidiaries in the ordinary course of business, (vi) the payment of fees, expenses, indemnities or other payments pursuant transactions pursuant to the other permitted agreements in existence on the Closing Date and set forth on Schedule 7.8 or any amendment thereto except to the extent that such an amendment is not adverse to the Lenders in any material respect, (vii) so long as no Event of Default or Potential Event of Default shall have occurred and be continuing or be caused thereby, Affiliate Transactions involve aggregate payments of up to $2,000,000 per Fiscal Year of management and monitoring fees provided for in the Management Agreement, as in effect on the Closing Date and (viii) so long as no Event of Default or Potential Event of Default shall have occurred and be continuing or be caused thereby, Holdings and Company may pay additional fees, expenses, costs or other payments to any Person (including, without limitation, any Vector Entity or any of its Affiliates) after the Closing Date transfers in an aggregate amount, when taken together with Restricted Junior Payments made pursuant to subsection 7.4(v), amount not to exceed $12,000,000 plus interest accruing thereon 2,500,000 for all such transactions from and after the Closing Date at date hereof. Without in any way limiting the applicable federal rate; providedforegoing, that all such payments without the prior written consent of the Required Lenders, the Borrower shall not agree to any modification of, nor shall it permit, any modification to be made pursuant to this subsection 7.8(viii) the Affiliate Notes, nor shall have been funded with it forgive any amounts deposited payable thereunder, delay the date for payment of any amounts payable thereunder, reduce the interest payable thereunder or accept any non-cash consideration in a segregated account on the Closing Datepayment of amounts payable thereunder.

Transactions with Shareholders and Affiliates. Holdings and Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 105% or more of any class of equity Securities of Holdings Company or with any Affiliate of Company or Holdings or of any such holder, on terms that are less favorable to Company or that Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not such a holder or Affiliate; provided provided, that the foregoing restriction shall not apply to (i) any transaction between Indebtedness permitted under subsection 7.1 among Company and any of its Subsidiaries or between any among Subsidiaries of its SubsidiariesCompany, (ii) reasonable and customary salaries and fees paid to current officers and members of the Governing Bodies of Company and its Subsidiaries, provided, that such salary and fee arrangements are entered into at arms' length and on terms that are no less favorable to Company or that Subsidiary, as the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, (iii) Restricted Junior Payments permitted by subsection 7.4reasonable and customary indemnifications and insurance arrangements for the benefit of Persons that are officers or members of the Governing Bodies of Company and its Subsidiaries on or after the Closing Date, whether such Persons are current or former officers or members at the time such indemnifications or arrangements are entered into, provided, that such indemnifications and arrangements are entered into at arms' length and on terms that are no less favorable to Company or that Subsidiary, as the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, (iv) any employment and severance agreements or benefits arrangements between entered into on or after the Closing Date by Company and its Subsidiaries with employees at arms' length and on terms that are no less favorable to Company or that Subsidiary, as the Subsidiaries and their respective officers and employees in case may be, than those that would have been obtained at the ordinary course of businessrelevant time from Persons who are not such a holder or Affiliate, (v) payments (and other transactions) made in accordance with the payment terms of customary fees the Management Services and reasonable out of pocket costs toReimbursement Agreement, and indemnities provided on behalf ofthe DHC Tax Sharing Agreement, directors, managers, consultants, officers and employees of Company the Corporate Services Reimbursement Agreement and the Subsidiaries in the ordinary course of businessother Related Agreements, (vi) the payment of fees, expenses, indemnities or other payments pursuant transactions pursuant to the other permitted agreements in existence occurring on the Closing Date and set forth described on Schedule 7.8 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respectannexed hereto, and (vii) so long as no Event the payment of Default or Potential Event reasonable legal fees and expenses incurred by law firms in which Directors of Default shall have occurred Company are affiliated for services rendered to Company and be continuing or be caused thereby, payments of up to $2,000,000 per Fiscal Year of management and monitoring fees provided for in the Management Agreement, as in effect on the Closing Date and (viii) so long as no Event of Default or Potential Event of Default shall have occurred and be continuing or be caused thereby, Holdings and Company may pay additional fees, expenses, costs or other payments to any Person (including, without limitation, any Vector Entity or any of its Affiliates) after the Closing Date in an aggregate amount, when taken together with Restricted Junior Payments made pursuant to subsection 7.4(v), not to exceed $12,000,000 plus interest accruing thereon from and after the Closing Date at the applicable federal rate; provided, that all such payments made pursuant to this subsection 7.8(viii) shall have been funded with amounts deposited in a segregated account on the Closing DateSubsidiaries.

Transactions with Shareholders and Affiliates. Holdings and Company No Credit Party shall, nor shall not, and shall not it permit any of its Subsidiaries (other than Non-Recourse Subsidiaries) to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 10% or more of any class of equity Securities Affiliate of Holdings on terms, considered together with the terms of all related and substantially concurrent transactions between such Credit Party or with any Subsidiary, as the case may be, and such Affiliate of Company or Holdings or of any such holderHoldings, on terms that are less favorable to Company such Credit Party or that Subsidiary, as the case may be, than those that might be obtained at the time from Persons a Person who are is not such a holder or Affiliatean Affiliate of Holdings in an arms’ length transaction; provided that the foregoing restriction shall not apply to (ia) any transaction between Company or among Borrower and any of its Subsidiaries or between any of its Subsidiaries, the Guarantors; (iib) reasonable and customary fees paid to members of the Governing Bodies board of Company directors (or similar governing body) of Holdings and its Subsidiaries, ; (iiic) Restricted Junior Payments permitted by subsection 7.4, (iv) compensation arrangements for officers and other employees of Holdings and its Subsidiaries entered into in the ordinary course of business and other employment and severance arrangements between Company and the Subsidiaries and their respective for officers and other employees of Holdings and its Subsidiaries entered into in the ordinary course of business, (v) and the payment issuance of customary fees and reasonable out of pocket costs securities or other payments, awards or grants in Cash, securities or otherwise pursuant to, and indemnities provided on behalf or the funding of, employment agreements, stock options and stock ownership plans approved by Holdings’ board of directors, managers, consultants, officers and employees ; (d) transactions as of Company and the Subsidiaries in the ordinary course of business, (vi) the payment of fees, expenses, indemnities or other payments pursuant transactions pursuant to the other permitted agreements in existence on the Closing Date and set forth on described in Schedule 7.8 6.11 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect, ; (viie) so long as no Event Permitted Project Undertakings and Permitted Equity Commitments; (f) any Restricted Junior Payment that is not prohibited by Section 6.4 and any payment of Default or Potential Event Indebtedness that is not prohibited by Section 6.9; (g) loans and advances permitted by Section 6.6(p); and (h) “right of Default shall have occurred and be continuing or be caused thereby, payments of up to $2,000,000 per Fiscal Year of management and monitoring fees provided for first offer” transactions permitted by the Relationship Agreement. Nothing in the Management Agreement, as in effect on foregoing shall be construed to prohibit the Closing Date and issuance of any Permitted Convertible Bond Indebtedness (viii) so long as no Event of Default or Potential Event of Default shall have occurred and be continuing or be caused thereby, Holdings and Company may pay additional fees, expenses, costs or other payments to any Person (including, without limitation, any Vector Entity or any of its Affiliates) after the Closing Date in an aggregate amount, when taken together with Restricted Junior Payments made pursuant to subsection 7.4(vguarantee thereof), not to exceed $12,000,000 plus interest accruing thereon from and after the Closing Date at issuance of any Permitted Exchangeable Bond Indebtedness, or the applicable federal rate; provided, that all such payments made pursuant to this subsection 7.8(viii) shall have been funded with amounts deposited in a segregated account on the Closing Dateentry into any Permitted Call Transaction.

Transactions with Shareholders and Affiliates. Holdings and Company No Credit Party shall, nor shall not, and shall not it permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 10% or more of any class of equity Securities of Holdings or with any Affiliate of Company or Holdings or the Borrower, other than in the ordinary course of any such holder, business and on terms and conditions that are no less favorable in any material respect to Company the Borrower or that Restricted Subsidiary, as the case may be, than those that might be obtained at the time from Persons a Person who are is not such a holder or Affiliate; provided that provided, the foregoing restriction shall not apply to (ia) any transaction between Company or among the Borrower and any of its Subsidiaries or between any of its SubsidiariesGuarantor Subsidiary to the extent such transaction is otherwise permitted by this Agreement, (iib) reasonable and customary fees paid to non-officer members of the Governing Bodies board of Company directors (or similar governing body) of the Borrower and its Restricted Subsidiaries, (iiic) Restricted Junior Payments permitted by subsection 7.4compensation, (iv) employment and severance arrangements between Company for directors, officers, independent contractors and other employees of the Borrower and its Restricted Subsidiaries and their respective officers and employees entered into in the ordinary course of business, (vd) transactions described in Schedule 6.11 and any amendments thereto that are not less favorable to the payment Credit Parties taken as a whole as those provided for in the original agreements (it being understood that if the Borrower delivers to the Administrative Agent a certificate of customary fees an Authorized Officer together with a reasonably detailed description of the terms of such amendments stating that the Borrower has determined in good faith that such terms satisfy the foregoing requirement, then such amendments shall be deemed to satisfy the foregoing requirement), (e) Restricted Junior Payments made under Section 6.5, (f) fees, expenses and reasonable out indemnification payments made to the Sponsor and its Affiliates under the Registration Rights Agreement, (g) transactions permitted among the Borrower and its Restricted Subsidiaries under Sections 6.1(f) and 6.1(m) and 6.7, (h) any issuances of pocket costs securities or other payments, awards or grants in cash, securities or otherwise pursuant to, and indemnities provided on behalf or the funding of, directorsconsulting employment agreements, managers, consultants, officers stock options and employees of Company and the Subsidiaries stock ownership plans in the ordinary course of business, business and approved by the board of the Borrower or the applicable Restricted Subsidiary and (vii) the payment of fees, expenses, indemnities or other payments pursuant transactions pursuant to the other permitted agreements in existence on the Closing Date employment and set forth on Schedule 7.8 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect, (vii) so long as no Event of Default or Potential Event of Default shall have occurred and be continuing or be caused thereby, payments of up to $2,000,000 per Fiscal Year of management and monitoring fees provided for severance arrangements entered into in the Management Agreement, as in effect on the Closing Date ordinary course of business between any Credit Party and (viii) so long as no Event of Default or Potential Event of Default shall have occurred and be continuing or be caused thereby, Holdings and Company may pay additional fees, expenses, costs or other payments to any Person (including, without limitation, any Vector Entity or any of its Affiliates) after the Closing Date in an aggregate amount, when taken together with Restricted Junior Payments made pursuant to subsection 7.4(v), not to exceed $12,000,000 plus interest accruing thereon from and after the Closing Date at the applicable federal rate; provided, that all such payments made pursuant to this subsection 7.8(viii) shall have been funded with amounts deposited in a segregated account on the Closing Dateemployee thereof.

Transactions with Shareholders and Affiliates. Holdings and Company No Loan Party shall, nor shall not, and shall not it permit any of its Borrower’s Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any direct or indirect holder of 10[**]% or more of any class of equity Securities Capital Stock of Holdings Borrower or any of its Subsidiaries or, or series of related transactions, with any Affiliate of Company or Holdings Borrower or of any such holderholder with a value in excess of $[**]; provided, on terms that are less favorable the Loan Parties and Borrower’s Subsidiaries may enter into or permit to Company or that Subsidiaryexist any such transaction if Administrative Agent has consented thereto in writing prior to the consummation thereof; provided, as the case may befurther, than those that might be obtained at the time from Persons who are not such a holder or Affiliate; provided that the foregoing restriction restrictions shall not apply to any of the following: (ia) any transaction between Company among the Borrower and any of its Subsidiaries or between any of its Subsidiaries, that are not expressly prohibited hereunder; (iib) reasonable and customary fees paid to current or former members of the Governing Bodies Board of Company Directors (or similar governing body) of Borrower and its Subsidiaries; (c) compensation arrangements for current and former officers, (iii) Restricted Junior Payments permitted by subsection 7.4directors, (iv) employment employees and severance arrangements between Company consultants of Borrower and the its Subsidiaries and their respective officers and employees entered into in the ordinary course of business, ; (vd) the payment transactions (or series of customary fees and reasonable out related transactions) that have a value not in excess of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers and employees of Company and the Subsidiaries $[**] in the ordinary course aggregate during the term of businessthis Agreement and that are, in the case of each such transaction (vior series of related transactions), on terms that are not less favorable to the Borrower or a Subsidiary in any material respect than would be obtainable by the Borrower or such Subsidiary at such time in a comparable arm’s-length transaction with a Person other than an Affiliate (as determined in good faith by the senior management or the board of directors of the Borrower); provided that, to the extent such transaction pursuant to this clause (d) has a value equal to or in excess of $[**], such transaction must be approved by the payment independent board of fees, expenses, indemnities or other payments pursuant directors of the Borrower; (e) any such transaction if Administrative Agent has consented thereto in writing prior to the consummation in its reasonable discretion; and (f) transactions pursuant to the other permitted agreements Visirna JV Documents; provided that, they do not adversely affect (except in existence on an immaterial amount) the Royalties required to be paid to the Borrower under the Visirna License Agreement as of the Closing Date and set forth on Schedule 7.8 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect, (vii) so long as no Event of Default or Potential Event of Default shall have occurred and be continuing or be caused thereby, payments of up to $2,000,000 per Fiscal Year of management and monitoring fees provided for in the Management Agreement, as in effect on the Closing Date Date; and (viiig) so long as no Event of Default or Potential Event of Default shall have occurred and be continuing or be caused thereby, Holdings and Company may pay additional fees, expenses, costs or other payments to any Person transactions described in Schedule 6.12 (including, including without limitation, any Vector Entity intercompany licenses or any of its Affiliates) after the Closing Date in an aggregate amount, when taken together with Restricted Junior Payments made pursuant to subsection 7.4(v), not to exceed $12,000,000 plus interest accruing thereon from and after the Closing Date at the applicable federal rate; provided, that all such payments made pursuant to this subsection 7.8(viii) shall have been funded with amounts deposited in a segregated account other arrangements existing on the Closing Date).

Transactions with Shareholders and Affiliates. Holdings and Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 105% or more of any class of equity Securities of Holdings or with any Affiliate of Company or Holdings or of any such holder, on terms that are less favorable to Company Holdings or that Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not such a holder or Affiliate; provided that the foregoing restriction shall not apply to (i) any transaction between Company Holdings and any of its Subsidiaries or between any of its Subsidiaries, (ii) reasonable any payment from Company to Holdings and customary fees paid to members of the Governing Bodies of Company General Partner expressly permitted under subsection 7.5 and its Subsidiariesany payment by Holdings permitted under subsection 7.5, (iii) Restricted Junior Payments the payments permitted by subsection 7.4under Section 7.15, (iv) any employment and severance arrangements between Company and the agreement entered into by Holdings or any of its Subsidiaries and their respective officers and employees in the ordinary course of business, (v) the payment any issuance of customary fees Common Units or Preferred Units or Series B Preferred Units or Qualified Preferred Units in connection with employment arrangements, stock options and reasonable out stock ownership plans of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers and employees Holdings or any of Company and the its Subsidiaries entered into in the ordinary course of businessbusiness and the performance of obligations thereunder, (vi) performance of obligations under the payment of fees, expenses, indemnities or other payments pursuant transactions pursuant to the other permitted agreements in existence on the Closing Date and set forth on Schedule 7.8 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respectRecapitalization Agreement, (vii) so long as no Event performance of Default or Potential Event of Default shall have occurred and be continuing or be caused therebyobligations under the Related Agreements, payments of up to $2,000,000 per Fiscal Year of management and monitoring fees provided for in the Management Agreement, as in effect on the Closing Date and (viii) so long customary indemnities paid to the directors of the Boards of Directors or the managers of the Board of Managers, as no Event the case may be, of Default or Potential Event of Default shall have occurred and be continuing or be caused thereby, Holdings and Company its Subsidiaries; (ix) reasonable and customary fees and expenses paid to members of the Boards of Directors or Board of Managers, as the case may pay additional feesbe, expenses, costs or other payments to any Person (including, without limitation, any Vector Entity or any of Holdings and its Affiliates) after the Closing Date Subsidiaries in an aggregate amount, when taken together with Restricted Junior Payments made pursuant to subsection 7.4(v), amount not to exceed $12,000,000 plus interest accruing thereon from 1,000,000 in any calendar year, (x) the transactions under the Third Priority Term Loan Documents and after the Closing Date at the applicable federal rate; provided, that all such payments made pursuant to this subsection 7.8(viii(xi) shall have been funded with amounts deposited transactions described in a segregated account on the Closing DateSchedule 7.11 annexed hereto.

Transactions with Shareholders and Affiliates. Holdings and Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 10% or more of any class of equity Securities Capital Stock of Holdings Company or with any Affiliate of Company or Holdings or of any such holder, on terms that are less favorable to Company or that Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not such a holder or Affiliate; provided that the foregoing restriction shall not apply to to: (i) any transaction between Company and any of its wholly-owned Subsidiaries or between any of its wholly-owned Subsidiaries, ; (ii) reasonable and customary fees paid to members of the Governing Bodies of Company and its Subsidiaries, provided that such members are not employees, Affiliates (other than non-employee directors of any Loan Party), or employees of Affiliates of Company, Holdings or any Equity Investor; (iii) Restricted Junior Payments permitted by subsection 7.4, (iv) employment reimbursement of reasonable out-of-pocket expenses of Ares or its Affiliates and severance arrangements between Company and the Subsidiaries and their respective officers and employees in the ordinary course of business, (v) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers and employees of Company and the Subsidiaries in the ordinary course of business, (vi) the payment of fees, expenses, indemnities or other payments pursuant transactions pursuant to the other permitted agreements in existence on the Closing Date and set forth on Schedule 7.8 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect, (vii) so long as no Event of Default or Potential Event of Default shall have occurred and be continuing or shall be caused thereby, (a) payments of up management fees to $2,000,000 per Fiscal Year of management and monitoring fees provided for in the Management Agreement, as in effect on the Closing Date and (viii) so long as no Event of Default Ares or Potential Event of Default shall have occurred and be continuing or be caused thereby, Holdings and Company may pay additional fees, expenses, costs or other payments to any Person (including, without limitation, any Vector Entity or any of its Affiliates) after the Closing Date Affiliates in an aggregate amount, when taken together with Restricted Junior Payments made pursuant to subsection 7.4(v), amount not to exceed $12,000,000 plus interest accruing thereon from 250,000 in any Fiscal Year in accordance with the Management Agreement and after (b) payments of transaction fees to Ares or its Affiliates in connection with the Closing Date at Acquisition in an aggregate amount not to exceed $2,000,000; (iv) indemnification payments to officers or directors of Loan Parties; (v) transactions described on Schedule 7.9 annexed hereto; (vi) any Restricted Junior Payment or Investment otherwise permitted hereby; (vii) reasonable and customary director, officer and employee compensation (including bonuses) and other benefits (including retirement, health insurance, stock option and benefit plans) and indemnification arrangements, in each case approved by the Governing Body of Company or the applicable federal rateSubsidiary, as the case may be; provided, that all such payments made pursuant to this subsection 7.8(viii) shall have been funded with amounts deposited in a segregated account on the Closing Date.and

Transactions with Shareholders and Affiliates. Holdings and Except for the transactions described on Schedule 7.10, Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any material transaction (including including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 105% or more of any class of equity Securities of Holdings or with Company, any Affiliate of Company or Holdings or of any such holderholder or any of Company's Off-Balance Sheet Subsidiaries or Joint Ventures, on terms that are less favorable to Company or that Subsidiary, as the case may be, than those that might be obtained at the time in a comparable arms-length transaction from Persons who are not such a holder holder, Affiliate, Off-Balance Sheet Subsidiary or AffiliateJoint Venture; provided that the foregoing restriction shall not apply to (i) any 104 transaction between Company and any of its Wholly Owned North American Subsidiaries or between any of its Wholly Owned North American Subsidiaries, ; (ii) reasonable and customary fees paid to members of the Governing Bodies Boards of Directors of Company and its Subsidiaries, Subsidiaries to Persons not employed by or associated with the Sponsors or their respective Affiliates; (iii) Restricted Junior Payments permitted by subsection 7.47.5, or (iv) employment the issuance of Permitted Cure Securities upon the exercise of Cure Rights pursuant to subsection 7.6C and severance arrangements between Company and the Subsidiaries and their respective officers and employees in the ordinary course of business, (v) the payment of customary fees non-cash pay-in-kind dividends and reasonable out of pocket costs tointerest on such Permitted Cure Securities. Notwithstanding the foregoing sentence, provided that the Applicable Leverage Ratio is less than 3.50:1.00 and indemnities provided on behalf of, directors, managers, consultants, officers and employees of Company and the Subsidiaries in the ordinary course of business, (vi) the payment of fees, expenses, indemnities or other payments pursuant transactions pursuant to the other permitted agreements in existence on the Closing Date and set forth on Schedule 7.8 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect, (vii) so long as no Event of Default or Potential Event of Default shall have has occurred and be is continuing or would be caused thereby, payments Company may pay Management Fees in an aggregate amount of up to $2,000,000 per 5,000,000 in any Fiscal Year Year, and any Management Fees not paid in cash because of management the foregoing restrictions or otherwise may accrue pursuant to provisions approved by Administrative Agent subordinating such Management Fees to the prior payment in full of the Obligations and monitoring fees provided for the obligations relating to the Priority Secured Credit Agreement and such accrued Management Fees may thereafter be paid in the Management Agreement, as in effect on the Closing Date and (viii) Cash so long as no Event of Default or Potential Event of Default shall have occurred and be continuing or be caused thereby, Holdings and Company may pay additional fees, expenses, costs or other payments to any Person (including, without limitation, any Vector Entity or any of its Affiliatesx) after paying such Management Fees and giving pro forma effect thereto, Company is in compliance with all covenants under this Agreement, (y) the Closing Date Applicable Leverage Ratio after giving pro forma effect to such payment does not exceed 3.50:1.00, and (z) Company shall deliver to Administrative Agent an Officer's Certificate executed by its chief financial officer certifying as to the matters in an aggregate amountclauses (x) and (y) above and further stating that, when taken together with Restricted Junior Payments made pursuant after giving effect to subsection 7.4(v)the Cash payment of such Management Fees, not Company shall be able to exceed $12,000,000 plus make the scheduled payments of principal and interest accruing thereon from hereunder and after under the Closing Date at the applicable federal rate; provided, that all such payments made pursuant to this subsection 7.8(viii) shall have been funded with amounts deposited in a segregated account on the Closing DatePriority Secured Credit Agreement.

Transactions with Shareholders and Affiliates. Holdings and Company No Credit Party shall, nor shall not, and shall not it permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 10% or more of any class of equity Securities of Holdings or with any Affiliate of Company Borrower involving aggregate payments or Holdings or consideration in excess of any $2,750,000 unless such holder, transaction is on terms that are less at least as favorable to Company Borrower or that Restricted Subsidiary, as the case may be, than as those that might be obtained in a comparable arms-length transaction at the time from Persons a Person who are is not such a holder or Affiliatean Affiliate of Borrower; provided that provided, the foregoing restriction shall not apply to (ia) any transaction between Company Borrower and any of its Subsidiaries or between any of its Subsidiaries, Restricted Subsidiary; (iib) reasonable and customary fees paid to members and reimbursement of the Governing Bodies expenses of Company directors, officers, managers, employees or consultant of Borrower or any of its Restricted Subsidiaries; (c) compensation and compensation arrangements for present or future officers, consultants, directors and other employees of Borrower and its SubsidiariesSubsidiaries (including bonuses) and other benefits (including health, retirement, stock option and other benefit plans) entered into in the ordinary course of business; (iiid) any issuance of Equity Interests of Borrower to Affiliates of Borrower; (e) transactions with customers, clients, suppliers and purchasers or sellers of goods and services (including pursuant to joint venture agreements) otherwise in compliance with the terms hereof that are not materially less favorable taken as a whole than what Borrower and its Restricted Junior Payments permitted by subsection 7.4, Subsidiaries might reasonably have obtained from an unaffiliated party; (ivf) employment and severance arrangements between Company and the Subsidiaries and their respective officers and loans or advances to employees in the ordinary course of business, business in an aggregate amount not to exceed $3,300,000; (vg) the payment of customary fees and reasonable out of pocket costs toexpense reimbursement due pursuant to Highgate Agreement; (h) dividends permitted by Section 6.4; (i) mergers, amalgamations, consolidations and indemnities provided on behalf of, directors, managers, consultants, officers and employees of Company and the intercompany dispositions expressly permitted by Section 6.8; (j) license agreements relating to Intellectual Property granted by Borrower or its Restricted Subsidiaries in the ordinary course of business, (vi) the payment of fees, expenses, indemnities or other payments pursuant transactions pursuant to the other permitted agreements in existence on the Closing Date business and set forth on Schedule 7.8 or any amendment thereto to the extent such an amendment is not adverse to the Lenders interfering in any material respectrespect with the ordinary conduct of business of Borrower and its Restricted Subsidiaries, provided that any such exclusive licenses or sublicenses are not licenses or sublicenses of Intellectual Property material to the business of Borrower or its Restricted Subsidiaries; (viik) so long as no Event sales of Default or Potential Event Disqualified Equity Interests of Default shall have occurred Borrower to Affiliates not otherwise prohibited by the Credit Documents and be continuing or be caused thereby, payments the granting of up to $2,000,000 per Fiscal Year of management registration and monitoring fees provided for other customary rights in the Management Agreement, as in effect on the Closing Date connection therewith; and (viiil) so long as no Event of Default or Potential Event of Default shall have occurred and be continuing or be caused thereby, Holdings and Company may pay additional fees, expenses, costs or other payments to any Person (including, without limitation, any Vector Entity transaction with an Affiliate where the only consideration paid by Borrower or any of its Affiliates) after the Closing Date in an aggregate amount, when taken together with Restricted Junior Payments made pursuant to subsection 7.4(v), not to exceed $12,000,000 plus interest accruing thereon from and after the Closing Date at the applicable federal rate; provided, that all such payments made pursuant to this subsection 7.8(viii) shall have been funded with amounts deposited in a segregated account on the Closing DateSubsidiaries is Disqualified Equity Interests of Borrower.

Transactions with Shareholders and Affiliates. Holdings and Company Each Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 105% or more of any class of equity Securities of Holdings Company’s Common Stock or with any Affiliate of Company or Holdings or of any such holder, on terms that are less favorable to Company or that Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not such a holder or Affiliate; provided that the foregoing restriction shall not apply to (i) any transaction between Company and any of its Wholly-Owned Subsidiaries (other than Unrestricted Subsidiaries) or between any of its Subsidiaries, Company’s Wholly-Owned Subsidiaries and any other such Wholly-Owned Subsidiary (other than an Unrestricted Subsidiary); (ii) reasonable and customary fees paid to members of the Governing Bodies Boards of Directors of Company and its Subsidiaries, ; (iii) Restricted Junior Payments permitted except as restricted by subsection 7.4clause (i), transactions by Unrestricted Subsidiaries; (iv) employment and severance arrangements between Company and transactions approved by a majority of the Subsidiaries and their respective officers and employees in disinterested directors of Company’s or the ordinary course applicable Subsidiary’s, as the case may be, board of business, directors; (v) the payment purchases from, sales of customary fees and reasonable out of pocket costs goods to, rendering of services to or from, and indemnities provided other transactions with, GroceryWorks Holdings, Inc. on behalf of, directors, managers, consultants, officers and employees of terms not materially less favorable to Company and the its Subsidiaries in the ordinary course of business, than generally available to Company and its Subsidiaries; and (vi) the payment of fees, expenses, indemnities transactions with banks relating to cash or other payments pursuant transactions pursuant to the other permitted agreements in existence on the Closing Date automated teller machines and set forth on Schedule 7.8 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect, cash advance services; and (vii) so long as no Event loans to officers of Default Borrowers for business or Potential Event of Default shall have occurred and be continuing or be caused thereby, payments of up to $2,000,000 per Fiscal Year of management and monitoring fees provided for in the Management Agreement, as in effect on the Closing Date and (viii) so long as no Event of Default or Potential Event of Default shall have occurred and be continuing or be caused thereby, Holdings and Company may pay additional fees, expenses, costs or other payments to any Person (including, without limitation, any Vector Entity or any of its Affiliates) after the Closing Date personal purposes in an aggregate amount, when taken together outstanding principal amount not exceeding $20,000,000 at any time and otherwise in compliance with Restricted Junior Payments made pursuant to subsection 7.4(v), not to exceed $12,000,000 plus interest accruing thereon from and after the Closing Date at the applicable federal rate; provided, that all such payments made pursuant to this subsection 7.8(viii) shall have been funded with amounts deposited in a segregated account on the Closing DateU.S. ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002.

Transactions with Shareholders and Affiliates. Holdings and Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 105% or more of any class of equity Securities of Company or Holdings or with any Affiliate of Company or Holdings or of any such holder, (A) in the case of any agreement or arrangement pursuant to which any Loan Party is obligated to pay any amounts to Permitted Holders or any of their respective Affiliates, without the prior written consent of Administrative Agent, and (B) in all other cases, on terms that are not materially less favorable to Company or that Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not such a holder or Affiliate; provided that the foregoing restriction shall not apply to (i) any transaction between Company and any of its wholly-owned Subsidiaries or between any of its wholly-owned Subsidiaries, (ii) reasonable and customary fees paid to members of the Governing Bodies of Company and its Subsidiaries, (iii) Restricted Junior Payments permitted by subsection 7.4, (iv) employment and severance arrangements between Company and the Subsidiaries and their respective officers and employees in the ordinary course of business, (v) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers and employees of Company and the Subsidiaries in the ordinary course of business, (vi) the payment of fees, expenses, indemnities or other payments pursuant transactions pursuant to the other permitted agreements in existence on the Closing Date and set forth on Schedule 7.8 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect, (vii) so long as no Event of Default or Potential Event of Default shall have occurred and be continuing or shall be caused thereby, payments of up (a) management fees to $2,000,000 per Permitted Holders in accordance with the Advisory Services Agreement in an amount in any Fiscal Year not to exceed the greater of management $500,000 and monitoring fees 1% of Consolidated EBITDA for the immediately preceding Fiscal Year plus reimbursement of expenses of Permitted Holders as provided for in the Management Advisory Services Agreement, as in effect on the Closing Date and (viiib) so long as no Event consulting fees to Permitted Holders upon or after consummation of Default or Potential Event of Default shall have occurred and be continuing or be caused thereby, Holdings and a securities offering permitted hereunder by Company may pay additional fees, expenses, costs or other payments to any Person (including, without limitation, any Vector Entity or any of its Affiliates) after Subsidiaries or a Corporate Acquisition by Company or any of the Closing Date Subsidiaries permitted hereunder in an aggregate amount, when taken together with Restricted Junior Payments made pursuant to subsection 7.4(v), amount not to exceed $12,000,000 plus interest accruing thereon .50% of the aggregate gross proceeds arising from and after such securities offering or 1.0% of the Closing Date at the applicable federal rateaggregate consideration paid (including assumed liabilities) in connection with such Corporate Acquisition, as applicable; provided, that all any such fee related to the Acquisition shall not be paid unless the Bridge Loans have either been repaid in full in cash or converted into Subordinated Loans on or prior to the Bridge Loan Maturity Date, and (iv) indemnification payments made pursuant to this subsection 7.8(viii) shall have been funded with amounts deposited in a segregated account on the Closing Dateofficers or directors of Loan Parties.

Transactions with Shareholders and Affiliates. Holdings and Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 105% or more of any class of equity Securities of Company or Holdings or with any Affiliate of Company or Holdings or of any such holder, (A) in the case of any agreement or arrangement pursuant to which any Loan Party is obligated to pay any amounts to Permitted Holders or any of their respective Affiliates, without the prior written consent of Administrative Agent, and (B) in all other cases, on terms that are not materially less favorable to Company or that Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not such a holder or Affiliate; provided that the foregoing restriction shall not apply to (i) any transaction between Company and any of its wholly-owned Subsidiaries or between any of its wholly-owned Subsidiaries, (ii) reasonable and customary fees paid to members of the Governing Bodies of Company and its Subsidiaries, (iii) Restricted Junior Payments permitted by subsection 7.4, (iv) employment and severance arrangements between Company and the Subsidiaries and their respective officers and employees in the ordinary course payments of business, (v) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers and employees of Company and the Subsidiaries in the ordinary course of business, (vi) the payment of fees, expenses, indemnities to Permitted Holders or other payments pursuant transactions pursuant to the other permitted agreements in existence equity investors on the Closing Date not to exceed $6,800,000 and set forth reimbursement of expenses to Permitted Holders or other equity investors on Schedule 7.8 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respectClosing Date, (viiiv) so long as no Event of Default or Potential Event of Default shall have occurred and be continuing or shall be caused thereby, payments of up (a) management fees to $2,000,000 per Permitted Holders in accordance with the Advisory Services Agreement in an amount in any Fiscal Year not to exceed the greater of management $500,000 and monitoring fees 1% of Consolidated EBITDA for the immediately preceding Fiscal Year plus reimbursement of expenses of Permitted Holders as provided for in the Management Advisory Services Agreement, as in effect on the Closing Date and (viiib) so long as no Event payment of Default or Potential Event consulting fees to Permitted Holders upon consummation of Default shall have occurred and be continuing or be caused thereby, Holdings and a securities offering permitted hereunder by Company may pay additional fees, expenses, costs or other payments to any Person (including, without limitation, any Vector Entity or any of its Affiliates) after Subsidiaries or a Corporate Acquisition by Company or any of the Closing Date Subsidiaries permitted hereunder in an aggregate amount, when taken together with Restricted Junior Payments made pursuant to subsection 7.4(v), amount not to exceed $12,000,000 plus interest accruing thereon .50% of the aggregate gross proceeds arising from such securities offering or 1.0% of the aggregate consideration paid (including assumed liabilities) in connection with such Corporate Acquisition, as applicable and after the Closing Date at the applicable federal rate; provided, that all such (v) indemnification payments made pursuant to this subsection 7.8(viii) shall have been funded with amounts deposited in a segregated account on the Closing Dateofficers or directors of Loan Parties.

Transactions with Shareholders and Affiliates. Holdings and Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 10% or more of any class of equity Securities of Holdings or with any Affiliate of Company or Holdings or of any such holder, on terms that are less favorable to Company or that Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not such a holder or an Affiliate; provided that the foregoing restriction shall not apply to to: (i) any transaction between Company Holdings and any of its Subsidiaries or between any of its Subsidiaries, not prohibited by this Agreement; (ii) reasonable and customary fees paid to members of the Governing Bodies of Company Holdings and its SubsidiariesSubsidiaries (or after a Qualifying IPO of Company, of Company), and reimbursement of reasonable out-of-pocket costs and expenses of such Persons; (iii) Restricted Junior Payments permitted by subsection 7.4, the payment of fees and expenses in connection with the consummation of the Acquisition; (iv) (a) so long as no Event of Default under subsection 8.1, 8.6 or 8.7 shall have occurred and be continuing or shall be caused thereby, payments of fees in accordance with the fee provisions of the Management Agreement as such fee provisions exist on the Closing Date, it being understood that any such amounts not permitted to be paid hereunder due to the existence of an Event of Default under subsection 8.1 shall continue to accrue, and may be paid in the event such Event of Default is subsequently waived or cured (and no other Event of Default then exists), and (b) indemnification and reimbursement of expenses in accordance with the Management Agreement; (v) equity issuances permitted under this Agreement; (vi) employment and severance arrangements between Company and the any of its Subsidiaries and their respective officers and employees in the ordinary course of business, ; (vvii) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers and employees of payments by Company and its Subsidiaries pursuant to the tax sharing agreements among Holdings and its Subsidiaries in the ordinary course of business, on customary terms; (viviii) the payment of fees, expenses, indemnities or other payments pursuant transactions pursuant to the other permitted agreements in existence on the Closing Date and set forth on Schedule 7.8 7.9 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect, ; (viiix) Restricted Junior Payments permitted under subsection 7.5; (x) so long as no Event of Default under subsection 8.1, 8.6 or Potential Event of Default 8.7 shall have occurred and be continuing or shall be caused thereby, payments by Company and its Subsidiaries to Genstar or Sterling or any of up their respective Affiliates made for any customary 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 Holdings in good faith, it being understood that any such amounts not permitted to $2,000,000 per Fiscal Year be paid hereunder due to the existence of management and monitoring fees provided for in the Management Agreement, as in effect on the Closing Date and (viii) so long as no an Event of Default or Potential under subsection 8.1 shall continue to accrue, and may be paid in the event such Event of Default shall have occurred is subsequently waived or cured (and be continuing no other Event of Default then exists); and (xi) indemnification payments to officers or be caused thereby, directors of Holdings and Company may pay additional fees, expenses, costs or other payments to any Person (including, without limitation, any Vector Entity or any of its Affiliates) after the Closing Date in an aggregate amount, when taken together with Restricted Junior Payments made pursuant to subsection 7.4(v), not to exceed $12,000,000 plus interest accruing thereon from and after the Closing Date at the applicable federal rate; provided, that all such payments made pursuant to this subsection 7.8(viii) shall have been funded with amounts deposited in a segregated account on the Closing DateSubsidiaries.

Transactions with Shareholders and Affiliates. Holdings and Neither Company nor any Guarantor Subsidiary shall, nor shall not, and shall not it permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 10% or more of any class of equity Securities of Holdings or with any Affiliate of Company or Holdings or of any such holderAffiliate, on terms that are less favorable to Company or that such Restricted Subsidiary, as the case may be, than those that might be obtained at the time from Persons a Person who are is not such a holder or an Affiliate; provided that provided, the foregoing restriction shall not apply to (ia) any transaction between Company and among Credit Parties or any Restricted Subsidiary or any entity that becomes a Restricted Subsidiary as a result of its Subsidiaries or between any of its Subsidiaries, such transaction; (iib) reasonable and customary fees paid to members of the Governing Bodies board of directors (or similar governing body) of Company and its Restricted Subsidiaries, ; (iiic) Restricted Junior Payments permitted by subsection 7.4, (iv) employment compensation arrangements for officers and severance arrangements between other employees of Company and the its Subsidiaries and their respective officers and employees entered into in the ordinary course of business, ; (vd) payments (and other transactions) otherwise expressly permitted under this Section 6; (e) the payment Transactions and the transactions described in Schedule 6.9; (f) reasonable and customary indemnifications and insurance arrangements for the benefit of customary fees and reasonable out Persons that are officers or members of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers and employees the boards of directors (or similar governing bodies) of Company and its Restricted Subsidiaries, whether such Persons are current or former officers or members at the Subsidiaries in the ordinary course of businesstime such indemnifications or arrangements are entered into, (vi) the payment of fees, expenses, indemnities provided that such indemnifications and arrangements are entered into at arms’ length and on terms that are no less favorable to Company or other payments pursuant transactions pursuant to the other permitted agreements in existence on the Closing Date and set forth on Schedule 7.8 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect, (vii) so long as no Event of Default or Potential Event of Default shall have occurred and be continuing or be caused thereby, payments of up to $2,000,000 per Fiscal Year of management and monitoring fees provided for in the Management AgreementSubsidiary, as in effect on the Closing Date case may be, than those that would have been obtained at the relevant time from Persons who are not Affiliates; (g) any transaction effected as part of a Qualified Receivables Financing and (viiih) so long as no Event any transaction involving aggregate payments or consideration of Default or Potential Event of Default shall have occurred and be continuing or be caused thereby, Holdings and Company may pay additional fees, expenses, costs or other payments to any Person (including, without limitation, any Vector Entity or any of its Affiliates) after the Closing Date in an aggregate amount, when taken together with Restricted Junior Payments made pursuant to subsection 7.4(v), not to exceed less than $12,000,000 plus interest accruing thereon from and after the Closing Date at the applicable federal rate; provided, that all such payments made pursuant to this subsection 7.8(viii) shall have been funded with amounts deposited in a segregated account on the Closing Date5,000,000.

Transactions with Shareholders and Affiliates. Each of Holdings and Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 10% or more of any class of equity Securities of Holdings or with any Affiliate of Company or Holdings or of any such holderPerson, on terms that are less favorable to Company such Person or that Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not such a holder or an Affiliate; provided that the foregoing restriction shall not apply to (i) any transaction between Company and any of its wholly-owned Subsidiaries or between any of its wholly-owned Subsidiaries, (ii) transactions relating to the termination of the Consulting Agreement and the payment of a termination fee thereunder as described in subsection 4.1H, (iii) reasonable and customary fees paid to members of the Governing Bodies Boards of Company Directors of Holdings and its Subsidiaries, (iii) Restricted Junior Payments permitted by subsection 7.4, (iv) issuances of stock, payments of bonuses and other transactions pursuant to employment or compensation agreements, stock option agreements, indemnification agreements and severance arrangements between Company other arrangements, in each case satisfactory in form and in substance to Agent and Arrangers and as in effect as of the Subsidiaries Closing Date and their respective unamended, and substantially similar agreements as may hereafter become effective, in each case with officers and employees in the ordinary course or directors who are Affiliates of businessHoldings or any of its Subsidiaries, (v) the payment of customary consulting and other fees and reasonable out of pocket costs toexpenses under the Management Agreement, as amended to the extent permitted pursuant to subsection 7.15, and indemnities provided on behalf of, directors, managers, consultants, officers in form and employees of Company substance satisfactory to Agent and the Subsidiaries in the ordinary course of businessArrangers, (vi) to the payment extent 140 (Credit Agreement) 148 permitted under subsection 7.3(xii), any repurchase of fees, expenses, indemnities stock of Holdings from Company's stock option or other payments pursuant transactions pursuant to the other permitted agreements stock plan or participants in existence on the Closing Date and set forth on Schedule 7.8 or any amendment thereto such plan, in each case to the extent such an amendment is not adverse to repurchases are required by the Lenders in any material respectterms of such plan, (vii) so long as no Event of Default or Potential Event of Default shall have occurred payments by Holdings and be continuing or be caused thereby, payments of up its Subsidiaries pursuant to $2,000,000 per Fiscal Year of management and monitoring fees provided for in the Management Tax Sharing Agreement, and (viii) the issuance by Holdings of Holdings Common Stock to Yucaipa pursuant to Yucaipa's warrant issued to it on the Acquisition Date by Holdings (as in effect on the Closing Date and (viii) so long as no Event of Default or Potential Event of Default shall have occurred and it may be continuing or be caused therebyamended from time to time thereafter to the extent permitted under subsection 7.15, Holdings and Company may pay additional fees, expenses, costs or other payments to any Person (including, without limitation, any Vector Entity or any of its Affiliates) after the Closing Date in an aggregate amount, when taken together with Restricted Junior Payments made pursuant to subsection 7.4(v"YUCAIPA WARRANTS"), not to exceed $12,000,000 plus interest accruing thereon from and after the Closing Date at the applicable federal rate; provided, that all such payments made pursuant to this subsection 7.8(viii) shall have been funded with amounts deposited in a segregated account on the Closing Date.

Transactions with Shareholders and Affiliates. Holdings and Except for the transactions described on Schedule 7.10, Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any material transaction (including including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 105% or more of any class of equity Securities of Holdings or with Company, any Affiliate of Company or Holdings or of any such holderholder or any of Company's Off-Balance Sheet Subsidiaries or Joint Ventures, on terms that are less favorable to Company or that Subsidiary, as the case may be, than those that might be obtained at the time in a comparable 122 arms-length transaction from Persons who are not such a holder holder, Affiliate, Off-Balance Sheet Subsidiary or AffiliateJoint Venture; provided that the foregoing restriction shall not apply to (i) any transaction between Company and any of its Wholly-Owned North American Subsidiaries or between any of its Wholly-Owned North American Subsidiaries, ; (ii) reasonable and customary fees paid to members of the Governing Bodies Boards of Directors of Company and its Subsidiaries, Subsidiaries to Persons not employed by or associated with the Sponsors or their respective Affiliates; (iii) Restricted Junior Payments permitted by subsection 7.47.5, or (iv) employment the issuance of Permitted Cure Securities upon the exercise of Cure Rights pursuant to subsection 7.6C and severance arrangements between Company and the Subsidiaries and their respective officers and employees in the ordinary course of business, (v) the payment of customary fees non-cash pay-in-kind dividends and reasonable out of pocket costs tointerest on such Permitted Cure Securities. Notwithstanding the foregoing sentence, provided that the Applicable Leverage Ratio is less than 3.50:1.00 and indemnities provided on behalf of, directors, managers, consultants, officers and employees of Company and the Subsidiaries in the ordinary course of business, (vi) the payment of fees, expenses, indemnities or other payments pursuant transactions pursuant to the other permitted agreements in existence on the Closing Date and set forth on Schedule 7.8 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect, (vii) so long as no Event of Default or Potential Event of Default shall have has occurred and be is continuing or would be caused thereby, payments Company may pay Management Fees in an aggregate amount of up to $2,000,000 per US$5,000,000 in any Fiscal Year Year, and any Management Fees not paid in cash because of management the foregoing restrictions or otherwise may accrue pursuant to provisions approved by US Administrative Agent subordinating such Management Fees to the prior payment in full of the Obligations and monitoring fees provided for the obligations relating to the Term Loan Agreement and such accrued Management Fees may thereafter be paid in the Management Agreement, as in effect on the Closing Date and (viii) Cash so long as no Event of Default or Potential Event of Default shall have occurred and be continuing or be caused thereby, Holdings and Company may pay additional fees, expenses, costs or other payments to any Person (including, without limitation, any Vector Entity or any of its Affiliatesx) after paying such Management Fees and giving pro forma effect thereto, Company is in compliance with all covenants under this Agreement, (y) the Closing Date Applicable Leverage Ratio after giving pro forma effect to such payment does not exceed 3.50:1.00, and (z) Company shall deliver to US Administrative Agent an Officer's Certificate executed by its chief financial officer certifying as to the matters in an aggregate amountclauses (x) and (y) above and further stating that, when taken together with Restricted Junior Payments made pursuant after giving effect to subsection 7.4(v)the Cash payment of such Management Fees, not Company shall be able to exceed $12,000,000 plus make the scheduled payments of principal and interest accruing thereon from hereunder and after under the Closing Date at the applicable federal rate; provided, that all such payments made pursuant to this subsection 7.8(viii) shall have been funded with amounts deposited in a segregated account on the Closing DateTerm Loan Agreement.

Transactions with Shareholders and Affiliates. Holdings and Company No Credit Party shall, nor shall not, and shall not it permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 10% or more of any class of equity Securities of Holdings or with any Affiliate of Company Borrower involving aggregate payments or Holdings or consideration in excess of any $2,500,000 unless such holder, transaction is on terms that are less at least as favorable to Company Borrower or that Restricted Subsidiary, as the case may be, than as those that might be obtained in a comparable arms-length transaction at the time from Persons a Person who are is not such a holder or Affiliatean Affiliate of Borrower; provided that provided, the foregoing restriction shall not apply to (ia) any transaction between Company Borrower and any of its Subsidiaries or between any of its Subsidiaries, Restricted Subsidiary; (iib) reasonable and customary fees paid to members and reimbursement of the Governing Bodies expenses of Company directors, officers, managers, employees or consultant of Borrower or any of its Restricted Subsidiaries; (c) compensation and compensation arrangements for present or future officers, consultants, directors and other employees of Borrower and its SubsidiariesSubsidiaries (including bonuses) and other benefits (including health, retirement, stock option and other benefit plans) entered into in the ordinary course of business; (iiid) any issuance of Equity Interests of Borrower to Affiliates of Borrower; (e) transactions with customers, clients, suppliers and purchasers or sellers of goods and services (including pursuant to joint venture agreements) otherwise in compliance with the terms hereof that are not materially less favorable taken as a whole than what Borrower and its Restricted Junior Payments permitted by subsection 7.4, Subsidiaries might reasonably have obtained from an unaffiliated party; (ivf) employment and severance arrangements between Company and the Subsidiaries and their respective officers and loans or advances to employees in the ordinary course of business, business in an aggregate amount not to exceed $3,000,000; (vg) the payment of customary fees and reasonable out of pocket costs toexpense reimbursement due pursuant to Highgate Agreement; (h) dividends permitted by Section 6.4; (i) mergers, amalgamations, consolidations and indemnities provided on behalf of, directors, managers, consultants, officers and employees of Company and the intercompany dispositions expressly permitted by Section 6.8; (j) license agreements relating to Intellectual Property granted by Borrower or its Restricted Subsidiaries in the ordinary course of business, (vi) the payment of fees, expenses, indemnities or other payments pursuant transactions pursuant to the other permitted agreements in existence on the Closing Date business and set forth on Schedule 7.8 or any amendment thereto to the extent such an amendment is not adverse to the Lenders interfering in any material respectrespect with the ordinary conduct of business of Borrower and its Restricted Subsidiaries, provided that any such exclusive licenses or sublicenses are not licenses or sublicenses of Intellectual Property material to the business of Borrower or its Restricted Subsidiaries; (viik) so long as no Event sales of Default or Potential Event Disqualified Equity Interests of Default shall have occurred Borrower to Affiliates not otherwise prohibited by the Credit Documents and be continuing or be caused thereby, payments the granting of up to $2,000,000 per Fiscal Year of management registration and monitoring fees provided for other customary rights in the Management Agreement, as in effect on the Closing Date connection therewith; and (viiil) so long as no Event of Default or Potential Event of Default shall have occurred and be continuing or be caused thereby, Holdings and Company may pay additional fees, expenses, costs or other payments to any Person (including, without limitation, any Vector Entity transaction with an Affiliate where the only consideration paid by Borrower or any of its Affiliates) after the Closing Date in an aggregate amount, when taken together with Restricted Junior Payments made pursuant to subsection 7.4(v), not to exceed $12,000,000 plus interest accruing thereon from and after the Closing Date at the applicable federal rate; provided, that all such payments made pursuant to this subsection 7.8(viii) shall have been funded with amounts deposited in a segregated account on the Closing DateSubsidiaries is Disqualified Equity Interests of Borrower.

Transactions with Shareholders and Affiliates. Holdings and Company Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 105% or more of any class of equity Securities of Holdings Borrower or with any Affiliate of Company or Holdings Borrower or of any such holder, on terms that are less favorable to Company Borrower or that Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not such a holder or Affiliate; provided that the foregoing restriction shall not apply to (i) any transaction between Company Borrower and any of its wholly-owned domestic Subsidiaries which are Guarantors hereunder or between any of its Subsidiarieswholly-owned domestic Subsidiaries which are Guarantors hereunder, (ii) reasonable and customary fees paid to members of the Governing Bodies Boards of Company Directors of Borrower and its Subsidiaries, or (iii) Restricted Junior Payments permitted by subsection 7.4the Trivest Management Agreement, or (iv) employment and severance arrangements between Company and payment to Trivest of a transaction fee of $1,500,000 in connection with the Subsidiaries and their respective officers and employees in consummation of this Credit Agreement; provided, that amounts payable under the ordinary course of business, Trivest Management Agreement shall not be (va) increased from amounts payable under the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers and employees of Company and the Subsidiaries in the ordinary course of business, (vi) the payment of fees, expenses, indemnities or other payments pursuant transactions pursuant to the other permitted agreements in existence on the Closing Date and set forth on Schedule 7.8 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect, (vii) so long as no Event of Default or Potential Event of Default shall have occurred and be continuing or be caused thereby, payments of up to $2,000,000 per Fiscal Year of management and monitoring fees provided for in the Trivest Management Agreement, Agreement as in effect on the Closing Date Date, or (b) payable upon the occurrence and (viii) so long as no during the continuation of an Event of Default or Potential Event under Section 8.1, Section 8.6 and Section 8.7 of Default shall have occurred and be continuing or be caused therebythis Agreement. Notwithstanding any provision of this Agreement to the contrary, Holdings and Company may pay additional fees, expenses, costs or other payments to any Person (including, without limitation, any Vector Entity Borrower or any of its AffiliatesSubsidiaries may reimburse Trivest for the reasonable and allocable charges in the ordinary course of business (including the reimbursement of reasonable out-of-pocket expenses) after of the Closing Date Trivest Legal Department for services rendered to Borrower and its Subsidiaries; provided that such charges are incurred in an aggregate amount, when taken together with Restricted Junior Payments made pursuant the ordinary course of business and at rates no less favorable to subsection 7.4(v), Borrower and its Subsidiaries than rates that would be charged for similar services rendered by persons who are not to exceed $12,000,000 plus interest accruing thereon from and after the Closing Date at the applicable federal rate; provided, that all such payments made pursuant to this subsection 7.8(viii) shall have been funded with amounts deposited in a segregated account on the Closing DateAffiliates of Borrower or its Subsidiaries.

Transactions with Shareholders and Affiliates. Holdings and Company No Credit Party shall, nor shall not, and shall not it permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 10% or more of any class of equity Securities of Holdings or with any Affiliate of Company or Holdings or the Borrower, other than in the ordinary course of any such holder, business and on terms and conditions that are no less favorable in any material respect to Company the Borrower or that Restricted Subsidiary, as the case may be, than those that might be obtained at the time from Persons a Person who are is not such a holder or Affiliate; provided that provided, the foregoing restriction shall not apply to (ia) any transaction between Company or among the Borrower and any of its Subsidiaries or between any of its SubsidiariesGuarantor Subsidiary to the extent such transaction is otherwise permitted by this Agreement, (iib) reasonable and customary fees paid to non-officer members of the Governing Bodies board of Company directors (or similar governing body) of the Borrower and its Restricted Subsidiaries, (iiic) Restricted Junior Payments permitted by subsection 7.4compensation, (iv) employment and severance arrangements between Company and the Subsidiaries and their respective for directors, officers and other employees of the Borrower and its Restricted Subsidiaries entered into in the ordinary course of business, (vd) transactions described in Schedule 6.11 and any amendments thereto that are not less favorable to the payment Credit Parties taken as a whole as those provided for in the original agreements (it being understood that if the Borrower delivers to the Administrative Agent a certificate of customary fees an Authorized Officer together with a reasonably detailed description of the terms of such amendments stating that the Borrower has determined in good faith that such terms satisfy the foregoing requirement and the Administrative Agent does not notify the Borrower within five Business Days of delivery of such certificate that it disagrees with such determination (including a reasonable out description of pocket costs the basis upon which it disagrees), then such amendments shall be deemed to satisfy the foregoing requirement), (e) Restricted Junior Payments made under Section 6.5, (f) transactions permitted among the Borrower and its Restricted Subsidiaries under Sections 6.1(f) and (m) and 6.7, (g) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, and indemnities provided on behalf or the funding of, directorsemployment agreements, managers, consultants, officers stock options and employees of Company and the Subsidiaries stock ownership plans in the ordinary course of business, business and approved by the board of the Borrower or the applicable Restricted Subsidiary and (vih) the payment of fees, expenses, indemnities or other payments pursuant transactions pursuant to the other permitted agreements in existence on the Closing Date employment and set forth on Schedule 7.8 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect, (vii) so long as no Event of Default or Potential Event of Default shall have occurred and be continuing or be caused thereby, payments of up to $2,000,000 per Fiscal Year of management and monitoring fees provided for severance arrangements entered into in the Management Agreement, as in effect on the Closing Date ordinary course of business between any Credit Party and (viii) so long as no Event of Default or Potential Event of Default shall have occurred and be continuing or be caused thereby, Holdings and Company may pay additional fees, expenses, costs or other payments to any Person (including, without limitation, any Vector Entity or any of its Affiliates) after the Closing Date in an aggregate amount, when taken together with Restricted Junior Payments made pursuant to subsection 7.4(v), not to exceed $12,000,000 plus interest accruing thereon from and after the Closing Date at the applicable federal rate; provided, that all such payments made pursuant to this subsection 7.8(viii) shall have been funded with amounts deposited in a segregated account on the Closing Dateemployee thereof.

Transactions with Shareholders and Affiliates. Holdings and Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 10% or more of any class of equity Securities of Holdings or with any Affiliate of Company or Holdings or of any such holder, on terms that are less favorable to Company or that Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not such a holder or Affiliate; provided that the foregoing restriction shall not apply to (i) any transaction between Company among Holdings and any of its Subsidiaries or between any of among its Subsidiaries, (ii) reasonable and customary fees paid to members of the Governing Bodies of Company Holdings and its Subsidiaries, (iii) Restricted Junior Payments permitted by subsection 7.4, (iv) employment and severance arrangements between Company Holdings and the its Subsidiaries and their respective officers and employees in the ordinary course of business, (v) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers and employees of Company Holdings and the its Subsidiaries in the ordinary course of business, (vi) the payment of fees, expenses, indemnities or other payments pursuant transactions pursuant to the other permitted agreements in existence on the Closing Date and set forth on Schedule 7.8 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect, any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, equity purchase agreements, deferred compensation agreements, stock options and stock ownership plans or similar employee benefit plans approved by the board of directors of Holdings or Company (or similar governing body)), (vii) so long as no Event of Default or Potential Event of Default shall have occurred loans and be continuing or be caused therebyadvances to employees for entertainment and travel expenses, payments of up to $2,000,000 per Fiscal Year of management drawing accounts and monitoring fees provided for similar expenditures in the Management Agreementordinary course of business, as in effect on the Closing Date and (viii) so long as no Event of Default the existence of, or Potential Event of Default shall have occurred and be continuing or be caused thereby, the performance by Holdings and Company may pay additional fees, expenses, costs or other payments to any Person (including, without limitation, any Vector Entity or any of its AffiliatesSubsidiaries of its obligations under the terms of, the Merger Documents, (ix) after the Closing Date in an aggregate amount, when taken together with Restricted Junior Payments made pursuant to subsection 7.4(vtransactions contemplated by the Merger Documents (including payment of the Transaction Costs), not (x) entering into the tax sharing agreements or arrangements approved by the board of directors of Holdings or Company (or similar governing body) and the payment of all fees and expenses related thereto, and (xi) any contribution to exceed $12,000,000 plus interest accruing thereon from and after the Closing Date at the applicable federal rate; provided, that all such payments made pursuant to this subsection 7.8(viii) shall have been funded with amounts deposited in a segregated account on the Closing Datecapital of Holdings or Company.

Transactions with Shareholders and Affiliates. Holdings and Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 105% or more of any class of equity Securities of Holdings Company or with any Affiliate of Company or Holdings or of any such holder, on terms that are less favorable to Company or that Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not such a holder or Affiliate; provided PROVIDED that the foregoing restriction shall not apply to (i) any transaction between Company and any of its wholly-owned Subsidiaries or between any of its wholly-owned Subsidiaries, (ii) reasonable and customary fees paid to members of the Governing Bodies Boards of Directors of Company and its Subsidiaries, (iii) issuances of stock, payments of bonuses and other transactions pursuant to employment or compensation agreements, stock option agreements, indemnification agreements, severance agreements and other arrangements, in each case as in effect as of the Closing Date, and such substantially similar agreements as may hereafter become effective, in each case with officers or directors who are Affiliates of Company or any of its Subsidiaries, (iv) payment of customary consulting and other fees and expenses to Arranger and its Affiliates in connection with the Recapitalization Transactions, including without limitation under this Agreement or in connection with the Senior Subordinated Notes, (v) transactions pursuant to the Distribution Agreement, dated April 23, 1996, and the Technical Collaboration Agreement, dated as of April 23, 1996, each between Company or one of its Subsidiaries and Yokogawa Electric Corporation, to the extent that such transactions are on terms that are at least as favorable as those that could reasonably be expected to be obtained by Company or the relevant Subsidiary in a comparable transaction by Company or such Subsidiary with an unrelated Person, (vi) lease payments, renewals and extensions under the lease agreement, dated June 29, 1996, between Company and Toyon Investments, a corporation controlled by ▇▇▇▇▇▇▇, to the extent that aggregate annual lease payments do not exceed $585,000 per year, plus 128 annual consumer price index adjustments, not to exceed 3% per annum, (vii) the exercise by ▇▇▇▇▇▇▇ of his option to purchase Company's executive offices at ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, including all the leasehold improvements and fixed assets therein pursuant to the terms set forth in the resolution of Company adopted on September 19, 1995 and (viii) Restricted Junior Payments permitted by subsection 7.4, (iv) employment and severance arrangements between Company and the Subsidiaries and their respective officers and employees in the ordinary course of business, (v) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers and employees of Company and the Subsidiaries in the ordinary course of business, (vi) the payment of fees, expenses, indemnities or other payments pursuant transactions pursuant to the other permitted agreements in existence on the Closing Date and set forth on Schedule 7.8 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect, (vii) so long as no Event of Default or Potential Event of Default shall have occurred and be continuing or be caused thereby, payments of up to $2,000,000 per Fiscal Year of management and monitoring fees provided for in the Management Agreement, as in effect on the Closing Date and (viii) so long as no Event of Default or Potential Event of Default shall have occurred and be continuing or be caused thereby, Holdings and Company may pay additional fees, expenses, costs or other payments to any Person (including, without limitation, any Vector Entity or any of its Affiliates) after the Closing Date in an aggregate amount, when taken together with Restricted Junior Payments made pursuant to subsection 7.4(v), not to exceed $12,000,000 plus interest accruing thereon from and after the Closing Date at the applicable federal rate; provided, that all such payments made pursuant to this subsection 7.8(viii) shall have been funded with amounts deposited in a segregated account on the Closing Date7.5.

Transactions with Shareholders and Affiliates. Holdings and Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 105% or more of any class of equity Securities of Parent or Holdings or with any Affiliate of Company or Holdings or of any such holder: (i) in the case of any agreement or arrangement pursuant to which any Loan Party is obligated to pay any amounts to Permitted Holders or any of their respective Affiliates, without the prior written consent of Administrative Agent, and (ii) in all other cases, on terms that are less favorable to Company or that Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not such a holder or Affiliate; , provided that the foregoing restriction shall not apply apply: (a) to (i) any transaction between Company and any of its wholly-owned Subsidiaries or between any of its wholly-owned Subsidiaries, , (iib) to reasonable and customary fees paid to members of the Governing Bodies of Company and its Subsidiaries, , (iii) Restricted Junior Payments permitted by subsection 7.4, (iv) employment and severance arrangements between Company and the Subsidiaries and their respective officers and employees in the ordinary course of business, (v) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers and employees of Company and the Subsidiaries in the ordinary course of business, (vi) the payment of fees, expenses, indemnities or other payments pursuant transactions pursuant to the other permitted agreements in existence on the Closing Date and set forth on Schedule 7.8 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect, (viic) so long as no Event of Default or Potential Event of Default shall have occurred and be continuing or shall be caused thereby, (i) to the payment of the Advisory Services Termination Payment and (ii) until such time as the Advisory Services Termination Payment is made, to payments of up to $2,000,000 per Fiscal Year Management Fees in accordance with the Advisory Services Agreement and reimbursement of management and monitoring fees expenses of Permitted Holders as provided for therein, in the Management Agreement, as in effect on the Closing Date and (viii) each case so long as no Event such payment is permitted under subsection 9.5, (d) to indemnification payments to officers or directors of Default or Potential Event Loan Parties, and customary board of Default shall have occurred directors fees and be continuing or be caused thereby, Holdings and Company may pay additional fees, expenses, costs or other payments and (e) to any Person (includingthe extent the same would otherwise be prohibited by this Section 9.8, without limitationfor certainty, any Vector Entity or any to the provision of its Affiliates) after the Closing Date in an aggregate amount, when taken together with Restricted Junior Payments made pursuant subcontracting services to subsection 7.4(v), not to exceed $12,000,000 plus interest accruing thereon from and after the Closing Date at Noramac for which the applicable federal rate; provided, that all Loan Party is paid an amount equal to the amount Noramac is paid by the counterparty to its contract taking into consideration the percentage of such payments made pursuant work performed for Noramac by such Loan Party less any fees paid to this subsection 7.8(viii) shall have been funded with amounts deposited the joint venture partner in a segregated account on the Closing DateNoramac.