Common use of Transactions with Shareholders and Affiliates Clause in Contracts

Transactions with Shareholders and Affiliates. 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 5% or more of any class of equity Securities of Company or with any Affiliate of Company 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 Indebtedness permitted under subsection 6.1 among Company and its Subsidiaries or among Subsidiaries of Company, (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) reasonable 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 agreements or benefits arrangements 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 case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, (v) payments (and other transactions) made in accordance with the terms of the Management Services and Reimbursement Agreement, the Tax Sharing Agreement and the other Related Agreements, (vi) transactions occurring on the Closing Date and described on Schedule 6.8 annexed hereto, (vii) services rendered by certain Subsidiaries for the benefit of other Subsidiaries pursuant to the terms of the intercompany service agreements described on Schedule 6.8 annexed hereto, and (viii) the payment of reasonable legal fees and expenses incurred by law firms in which Directors of Company are affiliated for services rendered to Company and its Subsidiaries.

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 510% or more of any class of equity Securities of Company 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 Indebtedness permitted under subsection 6.1 among transaction between Company and any of its Subsidiaries or among Subsidiaries between any of Companyits Subsidiaries, (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) reasonable 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 AffiliateRestricted Junior Payments permitted by subsection 7.4, (iv) employment and severance arrangements between Company and the Employment Agreements 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 DateDate 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 other employment agreements Person (including, without limitation, any Vector Entity or benefits arrangements entered into on or any of its Affiliates) after the Closing Date by Company 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 its Subsidiaries with employees after the Closing Date at arms' length and on terms the applicable federal rate; provided, that are no less favorable all such payments made pursuant to Company or that Subsidiary, as the case may be, than those that would this subsection 7.8(viii) shall have been obtained at the relevant time from Persons who are not such funded with amounts deposited in a holder or Affiliate, (v) payments (and other transactions) made in accordance with the terms of the Management Services and Reimbursement Agreement, the Tax Sharing Agreement and the other Related Agreements, (vi) transactions occurring segregated account on the Closing Date and described on Schedule 6.8 annexed hereto, (vii) services rendered by certain Subsidiaries for the benefit of other Subsidiaries pursuant to the terms of the intercompany service agreements described on Schedule 6.8 annexed hereto, and (viii) the payment of reasonable legal fees and expenses incurred by law firms in which Directors of Company are affiliated for services rendered to Company and its SubsidiariesDate.

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 510% or more of any class of equity Securities of Company 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 Indebtedness permitted under subsection 6.1 transaction among Company and its Subsidiaries or among Subsidiaries of Companyits Subsidiaries, (ii) reasonable and customary salaries and fees paid to current officers and members of the Governing Bodies of Company Holdings 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) reasonable 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 AffiliateRestricted Junior Payments permitted by subsection 7.4, (iv) the Employment Agreements in effect on the Closing Date, employment and any other employment agreements or benefits severance arrangements entered into on or after the Closing Date by Company between Holdings and its Subsidiaries with and their respective officers and employees at arms' length and on terms that are no less favorable to Company or that Subsidiary, as in the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliateordinary course of business, (v) payments (the payment of customary fees and other transactions) made reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers and employees of Holdings and its Subsidiaries in accordance with the terms ordinary course of the Management Services and Reimbursement Agreement, the Tax Sharing Agreement and the other Related Agreementsbusiness, (vi) transactions occurring the payment of fees, expenses, indemnities or other payments pursuant to agreements in existence on the Closing Date and described set forth on Schedule 6.8 annexed hereto7.8 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) services rendered by certain Subsidiaries loans and advances to employees for entertainment and travel expenses, drawing accounts and similar expenditures in the benefit ordinary course of other Subsidiaries pursuant to the terms of the intercompany service agreements described on Schedule 6.8 annexed heretobusiness, and (viii) the existence of, or the performance by Holdings or any of its Subsidiaries of its obligations under the terms of, the Merger Documents, (ix) the transactions contemplated by the Merger Documents (including payment of reasonable legal the Transaction Costs), (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 incurred by law firms in which Directors related thereto, and (xi) any contribution to the capital of Company are affiliated for services rendered to Company and its SubsidiariesHoldings or Company.

Transactions with Shareholders and Affiliates. 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 5% or more of any class of equity Securities of Company or with any Affiliate of Company 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 Indebtedness permitted under subsection 6.1 7.1 among Company and its Subsidiaries or among Subsidiaries of Company, (ii) reasonable and customary salaries and fees paid to current officers and members of the Governing Bodies of Company and its Subsidiaries, provided 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) reasonable 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 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 agreements or benefits arrangements 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 case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, (v) payments (and other transactions) made in accordance with the terms of the Management Services and Reimbursement Agreement, the DHC Tax Sharing Agreement, the Corporate Services Reimbursement Agreement and the other Related Agreements, (vi) transactions occurring on the Closing Date and described on Schedule 6.8 annexed hereto, (vii) services rendered by certain Subsidiaries for the benefit of other Subsidiaries pursuant to the terms of the intercompany service agreements described on Schedule 6.8 7.8 annexed hereto, and (viiivii) the payment of reasonable legal fees and expenses incurred by law firms in which Directors of Company are affiliated for services rendered to Company and its Subsidiaries.

Transactions with Shareholders and Affiliates. 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 5% or more of any class of equity Securities of Company or with any Affiliate of Company 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 Indebtedness permitted under subsection 6.1 7.1 among Company and its Subsidiaries or among Subsidiaries of Company, (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) reasonable 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 agreements or benefits arrangements 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 case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, (v) payments (and other transactions) made in accordance with the terms of the Management Services and Reimbursement Agreement, the DHC Tax Sharing Agreement, the Corporate Services Reimbursement Agreement and the other Related Agreements, (vi) transactions occurring on the Closing Date and described on Schedule 6.8 annexed hereto, (vii) services rendered by certain Subsidiaries for the benefit of other Subsidiaries pursuant to the terms of the intercompany service agreements described on Schedule 6.8 7.8 annexed hereto, and (viiivii) the payment of reasonable legal fees and expenses incurred by law firms in which Directors of Company are affiliated for services rendered to Company and its Subsidiaries.

Transactions with Shareholders and Affiliates. 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 5% or more of any class of equity Securities of Company or with any Affiliate of Company 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 Indebtedness permitted under subsection 6.1 transaction among Credit Parties or any Restricted Subsidiary or any entity that becomes a Restricted Subsidiary as a result of such transaction; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Company and its Restricted Subsidiaries; (c) compensation arrangements for officers and other employees of Company and its Subsidiaries or among Subsidiaries of Company, (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 in the ordinary course of business; (d) payments (and on terms that are no less favorable to Company or that Subsidiary, as other transactions) otherwise expressly permitted under this Section 6; (e) the case may be, than those that would have been obtained at Transactions and the relevant time from Persons who are not such a holder or Affiliate, transactions described in Schedule 6.9; (iiif) reasonable and customary indemnifications and insurance arrangements for the benefit of Persons that are officers or members of the Governing Bodies boards of directors (or similar governing bodies) of Company and its Subsidiaries on or after the Closing DateRestricted Subsidiaries, 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 such Subsidiary, as the case may be, than those that would have been obtained at the relevant time from Persons who are not such Affiliates; (g) any transaction effected as part of a holder or Affiliate, (iv) the Employment Agreements in effect on the Closing Date, and any other employment agreements or benefits arrangements 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 case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, (v) payments (and other transactions) made in accordance with the terms of the Management Services and Reimbursement Agreement, the Tax Sharing Agreement and the other Related Agreements, (vi) transactions occurring on the Closing Date and described on Schedule 6.8 annexed hereto, (vii) services rendered by certain Subsidiaries for the benefit of other Subsidiaries pursuant to the terms of the intercompany service agreements described on Schedule 6.8 annexed hereto, Qualified Receivables Financing and (viiih) the payment any transaction involving aggregate payments or consideration of reasonable legal fees and expenses incurred by law firms in which Directors of Company are affiliated for services rendered to Company and its Subsidiariesless than $5,000,000.

Transactions with Shareholders and Affiliates. 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 5% or more of any class of equity Securities of Company or with Company, any Affiliate of Company 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 Indebtedness permitted under subsection 6.1 among transaction between Company and any of its Wholly-Owned North American Subsidiaries or among Subsidiaries between any of Company, its Wholly-Owned North American Subsidiaries; (ii) reasonable and customary salaries and fees paid to current officers and members of the Governing Bodies Boards 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) reasonable and customary indemnifications and insurance arrangements for the benefit of Persons that are officers or members of the Governing Bodies Directors of Company and its Subsidiaries on to Persons not employed by or after associated with the Closing DateSponsors or their respective Affiliates; (iii) Restricted Junior Payments permitted by subsection 7.5, 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 issuance of Permitted Cure Securities upon the exercise of Cure Rights pursuant to subsection 7.6C and the payment of non-cash pay-in-kind dividends and interest on such Permitted Cure Securities. Notwithstanding the foregoing sentence, provided that the Applicable Leverage Ratio is less than 3.50:1.00 and no Event of Default or Potential Event of Default has occurred and is continuing or would be caused thereby, Company may pay Management Fees in effect on the Closing Datean aggregate amount of up to US$5,000,000 in any Fiscal Year, and any other employment agreements Management Fees not paid in cash because of the foregoing restrictions or benefits arrangements entered into on 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 the obligations relating to the Term Loan Agreement and such accrued Management Fees may thereafter be paid in Cash so long as (x) after the Closing Date by paying such Management Fees and giving pro forma effect thereto, Company and its Subsidiaries is in compliance with employees 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 Affiliateall covenants under this Agreement, (vy) payments (and other transactions) made in accordance with the terms of the Management Services and Reimbursement Agreement, the Tax Sharing Agreement and the other Related Agreements, (vi) transactions occurring on the Closing Date and described on Schedule 6.8 annexed hereto, (vii) services rendered by certain Subsidiaries for the benefit of other Subsidiaries pursuant Applicable Leverage Ratio after giving pro forma effect to the terms of the intercompany service agreements described on Schedule 6.8 annexed heretosuch payment does not exceed 3.50:1.00, and (viiiz) Company shall deliver to US Administrative Agent an Officer's Certificate executed by its chief financial officer certifying as to the matters in clauses (x) and (y) above and further stating that, after giving effect to the Cash payment of reasonable legal fees such Management Fees, Company shall be able to make the scheduled payments of principal and expenses incurred by law firms in which Directors of Company are affiliated for services rendered to Company interest hereunder and its Subsidiariesunder the Term Loan Agreement.

Transactions with Shareholders and Affiliates. 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 5% or more of any class of equity Securities of Company Company’s Common Stock or with any Affiliate of Company 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 Indebtedness permitted under subsection 6.1 among transaction between Company and any of its Wholly-Owned Subsidiaries (other than Unrestricted Subsidiaries) or among Subsidiaries between any of Company, ’s Wholly-Owned Subsidiaries and any other such Wholly-Owned Subsidiary (other than an Unrestricted Subsidiary); (ii) reasonable and customary salaries and fees paid to current officers and members of the Governing Bodies Boards of Directors of Company and its Subsidiaries; (iii) except as restricted by clause (i), provided that such salary and fee arrangements are entered into at arms' length and on terms that are no less favorable to Company transactions by Unrestricted Subsidiaries; (iv) transactions approved by a majority of the disinterested directors of Company’s or that the applicable Subsidiary’s, as the case may be, than those that would have been obtained at the relevant time from Persons who are board of directors; (v) purchases from, sales of goods to, rendering of services to or from, and other transactions with, GroceryWorks Holdings, Inc. on terms not such a holder or Affiliate, (iii) reasonable and customary indemnifications and insurance arrangements for the benefit of Persons that are officers or members of the Governing Bodies of materially less favorable to 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 agreements or benefits arrangements 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 case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, (v) payments (and other transactions) made in accordance with the terms of the Management Services and Reimbursement Agreement, the Tax Sharing Agreement and the other Related Agreements, (vi) transactions occurring on the Closing Date and described on Schedule 6.8 annexed hereto, (vii) services rendered by certain Subsidiaries for the benefit of other Subsidiaries pursuant to the terms of the intercompany service agreements described on Schedule 6.8 annexed hereto, and (viii) the payment of reasonable legal fees and expenses incurred by law firms in which Directors of Company are affiliated for services rendered generally available to Company and its Subsidiaries; and (vi) transactions with banks relating to cash or automated teller machines and cash advance services; and (vii) loans to officers of Borrowers for business or personal purposes in an aggregate outstanding principal amount not exceeding $20,000,000 at any time and otherwise in compliance with the U.S. ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002.

Transactions with Shareholders and Affiliates. Company Holdings 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 510% or more of any class of equity Securities of Company 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 Indebtedness permitted under subsection 6.1 transaction among Company Holdings and its Subsidiaries or among Subsidiaries of Companyits Subsidiaries, (ii) reasonable and customary salaries and fees paid to current officers and members of the Governing Bodies of Company Holdings 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) reasonable 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 AffiliateRestricted Junior Payments permitted by subsection 7.4, (iv) the Employment Agreements in effect on the Closing Date, employment and any other employment agreements or benefits severance arrangements entered into on or after the Closing Date by Company between Holdings and its Subsidiaries with and their respective officers and employees at arms' length and on terms that are no less favorable to Company or that Subsidiary, as in the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliateordinary course of business, (v) payments (the payment of customary fees and other transactions) made reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers and employees of Holdings and its Subsidiaries in accordance with the terms ordinary course of the Management Services and Reimbursement Agreement, the Tax Sharing Agreement and the other Related Agreementsbusiness, (vi) transactions occurring the payment of fees, expenses, indemnities or other payments pursuant to agreements in existence on the Closing Date and described set forth on Schedule 6.8 annexed hereto7.8 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) services rendered by certain Subsidiaries loans and advances to employees for entertainment and travel expenses, drawing accounts and similar expenditures in the benefit ordinary course of other Subsidiaries pursuant to the terms of the intercompany service agreements described on Schedule 6.8 annexed heretobusiness, and (viii) the existence of, or the performance by Holdings or any of its Subsidiaries of its obligations under the terms of, the Merger Documents, (ix) the transactions contemplated by the Merger Documents (including payment of reasonable legal the Transaction Costs), (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 incurred by law firms in which Directors related thereto, and (xi) any contribution to the capital of Company are affiliated for services rendered to Company and its SubsidiariesHoldings or Company.

Transactions with Shareholders and Affiliates. 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 5% or more of any class of equity Securities of Company Borrower or with any Affiliate of Company 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 Indebtedness permitted under subsection 6.1 among Company transaction between Borrower and any of its wholly-owned domestic Subsidiaries which are Guarantors hereunder or among between any of its wholly-owned domestic Subsidiaries of Companywhich are Guarantors hereunder, (ii) reasonable and customary salaries and fees paid to current officers and members of the Governing Bodies Boards of Company Directors of Borrower 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) reasonable and customary indemnifications and insurance arrangements for the benefit of Persons that are officers Trivest Management Agreement, 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) payment to Trivest of a transaction fee of $1,500,000 in connection with the Employment Agreements consummation of this Credit Agreement; provided, that amounts payable under the Trivest Management Agreement shall not be (a) increased from amounts payable under the Trivest Management Agreement as in effect on the Closing Date, or (b) payable upon the occurrence and during the continuation of an Event of Default under Section 8.1, Section 8.6 and Section 8.7 of this Agreement. Notwithstanding any other employment agreements provision of this Agreement to the contrary, Borrower or benefits arrangements entered into on or after any of its Subsidiaries may reimburse Trivest for the Closing Date by Company reasonable and allocable charges in the ordinary course of business (including the reimbursement of reasonable out-of-pocket expenses) of the Trivest Legal Department for services rendered to Borrower and its Subsidiaries with employees Subsidiaries; provided that such charges are incurred in the ordinary course of business and at arms' length and on terms that are rates no less favorable to Company or that Subsidiary, as the case may be, Borrower and its Subsidiaries than those rates that would have been obtained at the relevant time from Persons be charged for similar services rendered by persons who are not such a holder Affiliates of Borrower or Affiliate, (v) payments (and other transactions) made in accordance with the terms of the Management Services and Reimbursement Agreement, the Tax Sharing Agreement and the other Related Agreements, (vi) transactions occurring on the Closing Date and described on Schedule 6.8 annexed hereto, (vii) services rendered by certain Subsidiaries for the benefit of other Subsidiaries pursuant to the terms of the intercompany service agreements described on Schedule 6.8 annexed hereto, and (viii) the payment of reasonable legal fees and expenses incurred by law firms in which Directors of Company are affiliated for services rendered to Company and its Subsidiaries.

Transactions with Shareholders and Affiliates. 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 5% or more of any class of equity Securities of Company 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 Indebtedness permitted under subsection 6.1 among transaction between Company and any of its wholly-owned Subsidiaries or among Subsidiaries between any of Company, its wholly-owned Subsidiaries, (iib) to reasonable and customary salaries and fees paid to current officers and members of the Governing Bodies of Company and its Subsidiaries, (c) so long as no Event of Default or Potential Event of Default shall have occurred and be continuing or shall be caused thereby, provided that (i) to the payment of the Advisory Services Termination Payment and (ii) until such salary and fee arrangements are entered into at arms' length and on terms that are no less favorable to Company or that Subsidiary, time as the case may beAdvisory Services Termination Payment is made, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, (iii) reasonable and customary indemnifications and insurance arrangements for the benefit to payments 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 agreements or benefits arrangements 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 case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, (v) payments (and other transactions) made Management Fees in accordance with the terms of the Management Advisory Services and Reimbursement Agreement, the Tax Sharing Agreement and the other Related Agreementsreimbursement of expenses of Permitted Holders as provided therein, in each case so long as such payment is permitted under subsection 9.5, (vid) transactions occurring on the Closing Date to indemnification payments to officers or directors of Loan Parties, and described on Schedule 6.8 annexed heretocustomary board of directors fees and expenses, and (viie) services rendered by certain Subsidiaries for the benefit of other Subsidiaries pursuant to the terms extent the same would otherwise be prohibited by this Section 9.8, for certainty, to the provision of subcontracting services to Noramac for which the intercompany service agreements described on Schedule 6.8 annexed hereto, and (viii) applicable Loan Party is paid an amount equal to the payment amount Noramac is paid by the counterparty to its contract taking into consideration the percentage of reasonable legal such work performed for Noramac by such Loan Party less any fees and expenses incurred by law firms paid to the joint venture partner in which Directors of Company are affiliated for services rendered to Company and its SubsidiariesNoramac.

Transactions with Shareholders and Affiliates. 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 5% or more of any class of equity Securities of Company or Holdings or with any Affiliate of Company 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 Indebtedness permitted under subsection 6.1 among transaction between Company and any of its wholly-owned Subsidiaries or among Subsidiaries between any of Companyits wholly-owned Subsidiaries, (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) reasonable and customary indemnifications and insurance arrangements for the benefit payments of Persons that are officers fees to Permitted Holders or members of the Governing Bodies of Company and its Subsidiaries other equity investors on or after the Closing Date, whether such Persons are current Date not to exceed $6,800,000 and reimbursement of expenses to Permitted Holders 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 other equity investors on the Closing Date, (iv) so long as no Event of Default or Potential Event of Default shall have occurred and any other employment agreements be continuing or benefits arrangements 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 shall be caused thereby, payments of (a) management fees 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, (v) payments (and other transactions) made Permitted Holders in accordance with the terms Advisory Services Agreement in an amount in any Fiscal Year not to exceed the greater of the Management Services $500,000 and Reimbursement Agreement, the Tax Sharing Agreement and the other Related Agreements, (vi) transactions occurring on the Closing Date and described on Schedule 6.8 annexed hereto, (vii) services rendered by certain Subsidiaries 1% of Consolidated EBITDA for the benefit immediately preceding Fiscal Year plus reimbursement of other Subsidiaries pursuant to expenses of Permitted Holders as provided in the terms of the intercompany service agreements described on Schedule 6.8 annexed heretoAdvisory Services Agreement, and (viiib) the payment of reasonable legal consulting fees to Permitted Holders upon consummation of a securities offering permitted hereunder by Company or any of its Subsidiaries or a Corporate Acquisition by Company or any of the Subsidiaries permitted hereunder in an amount not to exceed .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 expenses incurred by law firms in which Directors (v) indemnification payments to officers or directors of Company are affiliated for services rendered to Company and its SubsidiariesLoan Parties.

Transactions with Shareholders and Affiliates. 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 5% or more of any class of equity Securities of Company or Holdings or with any Affiliate of Company 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 Indebtedness permitted under subsection 6.1 among transaction between Company and any of its wholly-owned Subsidiaries or among Subsidiaries between any of Companyits wholly-owned Subsidiaries, (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) reasonable so long as no Event of Default or Potential Event of Default shall have occurred and customary indemnifications and insurance arrangements for the benefit be continuing or shall be caused thereby, payments 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 (a) management fees 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 agreements or benefits arrangements 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 case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, (v) payments (and other transactions) made Permitted Holders in accordance with the terms Advisory Services Agreement in an amount in any Fiscal Year not to exceed the greater of the Management Services $500,000 and Reimbursement Agreement, the Tax Sharing Agreement and the other Related Agreements, (vi) transactions occurring on the Closing Date and described on Schedule 6.8 annexed hereto, (vii) services rendered by certain Subsidiaries 1% of Consolidated EBITDA for the benefit immediately preceding Fiscal Year plus reimbursement of other Subsidiaries pursuant to expenses of Permitted Holders as provided in the terms of the intercompany service agreements described on Schedule 6.8 annexed heretoAdvisory Services Agreement, and (viiib) consulting fees to Permitted Holders upon or after consummation of a securities offering permitted hereunder by Company or any of its Subsidiaries or a Corporate Acquisition by Company or any of the payment Subsidiaries permitted hereunder in an amount not to exceed .50% of reasonable legal fees 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; provided, that 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 expenses incurred by law firms in which Directors (iv) indemnification payments to officers or directors of Company are affiliated for services rendered to Company and its SubsidiariesLoan Parties.

Transactions with Shareholders and Affiliates. 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 5% or more of any class of equity Securities of Company or with Company, any Affiliate of Company 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 Indebtedness permitted under subsection 6.1 among 104 transaction between Company and any of its Wholly Owned North American Subsidiaries or among Subsidiaries between any of Company, its Wholly Owned North American Subsidiaries; (ii) reasonable and customary salaries and fees paid to current officers and members of the Governing Bodies Boards 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) reasonable and customary indemnifications and insurance arrangements for the benefit of Persons that are officers or members of the Governing Bodies Directors of Company and its Subsidiaries on to Persons not employed by or after associated with the Closing DateSponsors or their respective Affiliates; (iii) Restricted Junior Payments permitted by subsection 7.5, 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 issuance of Permitted Cure Securities upon the exercise of Cure Rights pursuant to subsection 7.6C and the payment of non-cash pay-in-kind dividends and interest on such Permitted Cure Securities. Notwithstanding the foregoing sentence, provided that the Applicable Leverage Ratio is less than 3.50:1.00 and no Event of Default or Potential Event of Default has occurred and is continuing or would be caused thereby, Company may pay Management Fees in effect on the Closing Datean aggregate amount of up to $5,000,000 in any Fiscal Year, and any other employment agreements Management Fees not paid in cash because of the foregoing restrictions or benefits arrangements entered into on 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 the obligations relating to the Priority Secured Credit Agreement and such accrued Management Fees may thereafter be paid in Cash so long as (x) after the Closing Date by paying such Management Fees and giving pro forma effect thereto, Company and its Subsidiaries is in compliance with employees 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 Affiliateall covenants under this Agreement, (vy) payments (and other transactions) made in accordance with the terms of the Management Services and Reimbursement Agreement, the Tax Sharing Agreement and the other Related Agreements, (vi) transactions occurring on the Closing Date and described on Schedule 6.8 annexed hereto, (vii) services rendered by certain Subsidiaries for the benefit of other Subsidiaries pursuant Applicable Leverage Ratio after giving pro forma effect to the terms of the intercompany service agreements described on Schedule 6.8 annexed heretosuch payment does not exceed 3.50:1.00, and (viiiz) Company shall deliver to Administrative Agent an Officer's Certificate executed by its chief financial officer certifying as to the matters in clauses (x) and (y) above and further stating that, after giving effect to the Cash payment of reasonable legal fees such Management Fees, Company shall be able to make the scheduled payments of principal and expenses incurred by law firms in which Directors of Company are affiliated for services rendered to Company interest hereunder and its Subsidiariesunder the Priority Secured Credit Agreement.

Transactions with Shareholders and Affiliates. The Company shall not, and nor shall not it cause or permit any of its Subsidiaries to and will not consent to or vote in favor of any Media Venture 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 5% or more of any class of equity Securities of Company or with any Affiliate of Company or of any such holderthe Company; provided, on terms that are less favorable to Company or that Subsidiaryhowever, 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 the following "Permitted Affiliate Transactions": (i) any Indebtedness permitted under subsection 6.1 among transaction exclusively between the Company and any of its Wholly-Owned Subsidiaries or among exclusively between any of the Company's Wholly-Owned Subsidiaries to the extent any are consistent with past practice and are otherwise in compliance with all of Companythe terms of this Agreement, (ii) reasonable and customary salaries and fees paid to current officers and members of the Governing Bodies Board 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 Directors of the 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 AffiliateMedia Venture, (iii) reasonable and customary indemnifications fees and insurance arrangements for the benefit of Persons that are officers compensation paid to, and indemnity provided on behalf of, officers, directors or members employees of the Governing Bodies Company or any of its Subsidiaries, as determined by the Board of Directors of the Company or any such Subsidiary or the senior management thereof in good faith, including, without limitations, issuances of stock, payment of bonuses and its Subsidiaries other transactions pursuant to employment or compensation agreements, stock option agreements, indemnification agreements and other arrangements in effect on or after the Closing DateDate or substantially similar thereto, whether such Persons are current or former officers or members at the time such indemnifications or arrangements are entered into(iv) reasonable and customary transactions with Subsidiaries and Investments made in a manner consistent with past practices, provided that the aggregate amount of such indemnifications transactions do not exceed $2.0 million in any fiscal year, (v) any payment or other transactions pursuant to any tax-sharing agreement, existing on the Closing Date between the Parent and arrangements are entered into at arms' length any other Person with which the Parent files a consolidated tax return or with which the Parent is part of a consolidated group for tax purposes, (vi) any transaction pursuant to agreements or contracts outstanding on the Closing Date and on terms that any extensions, renewals or replacements thereof which 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 agreements or benefits arrangements 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 SubsidiarySubsidiaries, as in the case may beaggregate, than those that would have been obtained at the relevant time from Persons who are not such a holder agreements or Affiliatecontracts being extended, (v) payments (and other transactions) made in accordance with the terms of the Management Services and Reimbursement Agreement, the Tax Sharing Agreement and the other Related Agreements, (vi) transactions occurring on the Closing Date and described on Schedule 6.8 annexed heretorenewed or replaced, (vii) services rendered any Restricted Payment not prohibited by certain Subsidiaries for the benefit of other Subsidiaries pursuant to the terms of the intercompany service agreements described on Schedule 6.8 annexed heretoSection 6.3, and (viii) the payment of reasonable legal fees any Intercompany Indebtedness and expenses incurred (ix) any Investment in an Affiliate that would be permitted by law firms in which Directors of Company are affiliated for services rendered to Company and its SubsidiariesSection 6.4.

Transactions with Shareholders and Affiliates. 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 5% or more of any class of equity Securities of Company or with any Affiliate of Company 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 Indebtedness permitted under subsection 6.1 among transaction between Company and any of its wholly-owned Subsidiaries or among Subsidiaries between any of Companyits wholly-owned Subsidiaries, (ii) reasonable and customary salaries and fees paid to current officers and members of the Governing Bodies Boards of Directors 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) reasonable issuances of stock, payments of bonuses and customary indemnifications other transactions pursuant to employment or compensation agreements, stock option agreements, indemnification agreements, severance agreements 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 Dateother arrangements, 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, in each case 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 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 employment agreements or benefits arrangements entered into on or after the Closing Date by Company 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 with employees at arms' length and Yokogawa Electric Corporation, to the extent that such transactions are on terms that are no less at least as favorable as those that could reasonably be expected to be obtained by 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 Subsidiary in a comparable transaction by Company or such a holder or Affiliate, (v) payments (and other transactions) made in accordance Subsidiary with the terms of the Management Services and Reimbursement Agreement, the Tax Sharing Agreement and the other Related Agreementsan unrelated Person, (vi) transactions occurring on lease payments, renewals and extensions under the Closing Date lease agreement, dated June 29, 1996, between Company and described on Schedule 6.8 annexed heretoToyon 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) services rendered the exercise by certain Subsidiaries for ▇▇▇▇▇▇▇ of his option to purchase Company's executive offices at ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, including all the benefit of other Subsidiaries leasehold improvements and fixed assets therein pursuant to the terms set forth in the resolution of the intercompany service agreements described Company adopted on Schedule 6.8 annexed heretoSeptember 19, 1995 and (viii) the payment of reasonable legal fees and expenses incurred by law firms in which Directors of Company are affiliated for services rendered Restricted Junior Payments permitted pursuant to Company and its Subsidiariessubsection 7.5.