Common use of Services, etc Clause in Contracts

Services, etc. (a) CD&R hereby agrees during the term of this ------------- Agreement to assist, advise and consult with the respective Boards of Directors and management of the members of the Company Group in such manner and on such business, management and financial matters, and provide such other financial and managerial advisory services (collectively, the "Continuing Services"), as may ------------------- be reasonably requested from time to time by the Board of Directors of the Company, including but not limited to assistance in: (i) establishing and maintaining banking, legal and other business relationships for the Company Group; (ii) developing and implementing corporate and business strategy and planning for the Company Group, including plans and programs for improving operating, marketing and financial performance and budgeting of future corporate investments; (iii) arranging future debt and equity financings and refinancings; and (iv) providing professional employees to serve as directors of the members of the Company Group. (b) CD&R hereby agrees during the term of this engagement to provide each member of the Company Group financial advisory, investment banking and other similar services (the "Transaction Services") with respect to any proposal for -------------------- an acquisition, merger, recapitalization or any other similar transaction directly or indirectly involving such member of the Company Group and any other person or entity (collectively, "Add-on Transactions"). ------------------- (c) Each of Acterna and the Company will furnish CD&R with such information as CD&R believes appropriate to its engagement hereunder (all such information so furnished being referred to herein as the "Information"). Acterna ----------- and the Company recognizes and confirms that (i) CD&R will use and rely - primarily on the Information and on information available from generally recognized public sources in performing the services to be performed hereunder and (ii) CD&R does not assume responsibility -- for the accuracy or completeness of the Information and such other information. (d) As used in this Agreement, "affiliate" means, with respect to any person or entity, any other person or entity directly or indirectly controlling, controlled by or under common control with such first person or entity and "control' means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of a person or entity by reason of ownership of voting securities, by contract or otherwise.

Services, etc. (a) CD&R BRS hereby agrees during the term of this ------------- Agreement engagement to assist, advise and consult with the respective Boards of Directors and management of the members of Holding and the Company Group and their respective subsidiaries in such manner and on such business, management and financial matters, and provide such other financial and managerial advisory services (collectively, the "Continuing Services")services, as may ------------------- be reasonably requested from time to time by the Board Boards of Directors of Holding and the CompanyCompany (the "Continuing Services"), including but not limited to assistance in: (i) establishing and maintaining banking, legal and other business relationships for the Company Groupand its subsidiaries; (ii) developing and implementing corporate and business strategy and planning for the Company Groupand its subsidiaries, including plans and programs for improving operating, marketing and financial performance and budgeting of future corporate investments;; and (iii) arranging future debt and equity financings and refinancings; and (iv) providing professional employees to serve as directors of the members of the Company Group. (b) CD&R BRS hereby agrees during the term of this engagement to provide each member of the Company Group and Holding financial advisory, investment banking and other similar services (the "Transaction Services") with respect to any proposal for -------------------- an acquisition, merger, recapitalization or any other similar transaction directly or indirectly involving such member of Holding the Company Group and their subsidiaries and any other person or entity (collectively, "Add-on Transactions"). -------------------. (c) Each of Acterna Holding and the Company will furnish CD&R BRS with such information as CD&R BRS believes appropriate to its engagement hereunder (all such information so furnished being referred to herein as the "Information"). Acterna ----------- Holding and the Company recognizes recognize and confirms confirm that (i) CD&R BRS will use and rely - primarily on the Information and on information available from generally recognized public sources in performing the services to be performed hereunder and (ii) CD&R BRS does not assume responsibility -- for the accuracy or completeness of the Information and such other information. (d) As used in this Agreement, "affiliate" means, with respect to any person or entity, any other person or entity directly or indirectly controlling, controlled by or under common control with such first person or entity and "control' " means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of a person or entity by reason of ownership of voting securities, by contract or otherwise. (e) Notwithstanding anything in the foregoing to the contrary, the following services are specifically excluded from the definitions of "Consulting Services" and "Transaction Services": (i) Accounting services rendered to Holding, the Company or BRS by an independent accounting firm or accountant (i.e., an accountant who is not an employee of BRS); (ii) Legal services to Holding, the Company or BRS by an independent law firm or attorney (i.e., an attorney who is not an employee of BRS); and (iii) Actuarial services rendered to Holding, the Company or BRS by an independent actuarial firm or actuary (i.e., an actuary who is not an employee of BRS).