Common use of Transactions with Shareholders and Affiliates Clause in Contracts

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it 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 shareholder owning more than 5% of the common stock of the Borrower, Affiliate of the Borrower or such Subsidiaries on terms that are less favorable to the Borrower or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a shareholder or Affiliate; provided, that the foregoing restriction shall not apply to (a) any transaction between the Borrower and any Guarantor or between Guarantors; (b) any transaction between Subsidiaries that are not Guarantors, (c) any transaction permitted by Section 6.8(a), (d) reasonable or customary indemnification and compensation arrangements for members of the board of directors (or similar governing body), officers and other employees of the Borrower and its Subsidiaries, including, without limitation, transaction-specific director fees and retirement, health, stock option and other benefit plans and arrangements, provided that in the case of the officers and directors, a majority of the disinterested directors or a committee of the board of directors composed entirely of disinterested directors shall approve such transaction; (e) management, consulting, monitoring, transaction and advisory fees and related expenses payable to Yucaipa or one of its Affiliates in an aggregate amount in any Fiscal Year not in excess of the sum of (i) $1,000,000 in respect of annual management fees, plus (ii) any deferred fees (to the extent such fees were within such amount in clause (i) above originally), plus (iii) 1.0% of the value of transactions with respect to which Yucaipa or its Affiliates provides any transaction, advisory or other services, plus (iv) the amount of all reasonable out-of-pocket expenses related thereto and unpaid amounts accrued for prior periods, and (f) transactions in the ordinary course of business consistent with past practices with Xxxxxxxxxx.xxx.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it 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 shareholder owning more than holder of 5% or more of the common stock any class of the Borrower, Capital Stock of Euramax or any of its Subsidiaries or with any Affiliate of the Borrower Euramax or of any such Subsidiaries holder, on terms that are less favorable to the Borrower Euramax or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a shareholder holder or Affiliate; provided, that the foregoing restriction shall not apply to (a) any transaction between the Borrower and any Guarantor or between Guarantorsamong Credit Parties; (b) any transaction between Subsidiaries reasonable and customary fees paid to Independent Outside Directors (provided that are not Guarantors, (c) any transaction permitted by Section 6.8(ano fees shall be paid to directors other than Independent Outside Directors), (d) reasonable and indemnities provided on behalf of, officers or customary indemnification and compensation arrangements for members of the board of directors (or similar governing body), officers and other employees ) of the Borrower Euramax and its Subsidiaries; (c) any employment or compensation arrangement or agreement, employee benefit plan or arrangement, officer or director indemnification agreement or any similar arrangement or other compensation arrangement entered into by and among Credit Parties in the Ordinary Course of Business; (d) Reserved; (e) other Restricted Junior Payments and Investments that are permitted by the provisions of Sections 6.5 or 6.7, respectively (including, without limitation, transaction-specific director fees and retirement, health, stock option and other benefit plans and arrangements, provided that in the case of the officers and directors, a majority of the disinterested directors or a committee of the board of directors composed entirely of disinterested directors shall approve such transaction; (e) management, consulting, monitoring, transaction and advisory fees and related expenses payable to Yucaipa or one of its Affiliates in an aggregate amount in any Fiscal Year not in excess of the sum of (i) $1,000,000 in respect of annual management fees, plus (ii) any deferred fees (to the extent such fees were within such amount in clause (i) above originally), plus (iii) 1.0% of the value of transactions payments permitted thereunder with respect to which Yucaipa or its Affiliates provides any transaction, advisory or other services, plus (iv) the amount of all reasonable out-of-pocket expenses related thereto and unpaid amounts accrued for prior periods, and $125,000,000 Unsecured Debt); (f) transactions described in Schedule 6.12; (g) the grant of stock options, restricted stock, stock appreciation rights, phantom stock awards or similar rights to employees, directors and consultants approved by the board of directors; (h) transactions and payments of fees, costs and expenses in connection with the Transactions and the Permitted Restructuring and payment of the Transaction Costs otherwise permitted hereunder; (i) transactions with Affiliates solely in their capacity as holders of Indebtedness or Capital Stock of Euramax or any of its Subsidiaries, so long as such transaction is with all holders of such class (and there are such non-Affiliate holders) and such Affiliates are treated no more favorably than all other holders of such class generally; (j) transactions with Affiliates that are customers, clients, suppliers, joint venture partners or purchasers or sellers of goods or services (including pursuant to joint venture agreements) in the ordinary course Ordinary Course of business consistent with past practices with Xxxxxxxxxx.xxxBusiness on terms not materially less favorable as might reasonably have been obtained at such time from a Person that is not an Affiliate of Euramax, as determined in good faith by Holdings or Euramax; and (k) sales of accounts receivables, or participations therein, or any related transaction, pursuant to the terms of a Permitted Receivables Financing.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it 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 shareholder owning holder of 10% or more of any class of Capital Stock of Parent Borrower or any of its Subsidiaries (other than 5% of the common stock of the Borrower, Lender and its affiliates) or with any Affiliate of the Parent Borrower or of any such holder; provided that, the Credit Parties and their Subsidiaries on may enter into or permit to exist any such transaction if (i) in respect of any transaction involving aggregate annual revenues or aggregate annual expenses (whichever is greater) in excess of $1,000,000, the Requisite Lenders have consented to such transaction and (ii) the terms that of such transaction are not less favorable to the Parent Borrower or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a shareholder holder or Affiliate; provided, further, that the foregoing restriction restrictions shall not apply to (a) any transaction between the Parent Borrower and any Guarantor or between GuarantorsSubsidiary (other than RLJ Australia); (b) any transaction between Subsidiaries that are not Guarantors, (c) any transaction to the extent permitted by Section 6.8(a6.4(a)(ii), (d) reasonable or and customary indemnification and compensation arrangements for fees paid to members of the board of directors (or similar governing body), ) of Parent Borrower and its Subsidiaries; (c) compensation arrangements for officers and other employees of the Parent Borrower and its Subsidiaries, including, without limitation, transaction-specific director fees and retirement, health, stock option and other benefit plans and arrangements, provided that in the case of the officers and directors, a majority of the disinterested directors or a committee of the board of directors composed entirely of disinterested directors shall approve such transaction; (e) management, consulting, monitoring, transaction and advisory fees and related expenses payable to Yucaipa or one of its Affiliates in an aggregate amount in any Fiscal Year not in excess of the sum of (i) $1,000,000 in respect of annual management fees, plus (ii) any deferred fees (to the extent such fees were within such amount in clause (i) above originally), plus (iii) 1.0% of the value of transactions with respect to which Yucaipa or its Affiliates provides any transaction, advisory or other services, plus (iv) the amount of all reasonable out-of-pocket expenses related thereto and unpaid amounts accrued for prior periods, and (f) transactions Subsidiaries entered into in the ordinary course of business consistent business; (d) ordinary course trade payables of Parent Borrower and/or its Subsidiaries that are held by Affiliates of Parent Borrower from time to time; (e) to the extent permitted pursuant to Section 6.4(a), in an aggregate amount not to exceed $350,000 in any Fiscal Year to pay the salaries, fees and expenses of Parent Borrower; (f) transactions described in Schedule 6.11 and (g) transactions with past practices AMC; provided that, in addition to the foregoing, any transaction (including any Permitted Service Agreement) between Parent Borrower or any Subsidiary of Parent Borrower, on the one hand, and any ACL Group member, on the other hand, shall only be entered into pursuant to a written agreement, which agreement shall be delivered to Administrative Agent prior to the effectiveness thereof. Parent Borrower shall disclose in writing each transaction with Xxxxxxxxxx.xxxany holder of 5% or more of any class of Capital Stock of Parent Borrower (other than AMC, if applicable) or any of its Subsidiaries or with any Affiliate of Parent Borrower or of any such holder to Administrative Agent and the Lenders.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it 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 shareholder owning more than 5% of the common stock of the Borrowerofficer, director, employee or Affiliate of the Borrower Parent or such Subsidiaries on terms that are less favorable to the Borrower or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a shareholder or Affiliateany of its Subsidiaries; provided, that the foregoing restriction shall not apply to (a) any such transaction between the Borrower that is for fair market value and any Guarantor on fair and reasonable terms no less favorable to such Credit Party or between Guarantors; such Subsidiary than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate, (b) any transaction between Parent and its Subsidiaries that are not Guarantors, and Joint Ventures to the extent permitted under the Credit Documents; (c) any transaction permitted by Section 6.8(a)reasonable and customary fees and expenses, (d) reasonable or customary indemnification indemnification, incentive plans and compensation arrangements for similar items paid to members of the board of directors (or similar governing body), ) of Parent and its Subsidiaries; (d) employment and compensation arrangements for officers and other employees of the Borrower Parent and its Subsidiaries, including, without limitation, transaction-specific director fees and retirement, health, stock option and other benefit plans and arrangements, provided that Subsidiaries entered into in the case ordinary course of the officers business (including base salary and directors, a majority of the disinterested directors or a committee of the board of directors composed entirely of disinterested directors shall approve such transactionincentives); (e) management, consulting, monitoring, transaction and advisory fees and related expenses payable to Yucaipa or one of its Affiliates transactions in an aggregate amount in any Fiscal Year not in excess of existence on the sum of (i) $1,000,000 in respect of annual management fees, plus (ii) any deferred fees (to the extent such fees were within such amount in clause (i) above originally), plus (iii) 1.0% of the value of transactions with respect to which Yucaipa or its Affiliates provides any transaction, advisory or other services, plus (iv) the amount of all reasonable out-of-pocket expenses related thereto and unpaid amounts accrued for prior periods, and Closing Date; (f) transactions contemplated by the Plan, including arrangements with Spinco, Inc. and in connection with the spin-off thereof; (g) transactions in the ordinary course of business consistent in accordance with past practices with Xxxxxxxxxx.xxxthe Consolidated Cash Management System of Parent and its Subsidiaries; (h) reimbursement of travel, moving and similar expenses in the ordinary course of business; (i) loans and advances to directors, officers and employees in the ordinary course of business or otherwise permitted hereunder; (j) (A) guarantees of the Indebtedness and other obligations not otherwise prohibited under the Credit Documents and (B) other customary guarantees in the ordinary course of business; (k) Restricted Junior Payments permitted under Section 6.4; and (l) Asset Sales of Capital Stock in order to qualify members of the board of directors (or similar governing body) of any Credit Party or any of their Subsidiaries if required by applicable law or contract.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction involving aggregate consideration in excess of $5,000,000 (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any shareholder owning more than 5% of the common stock of the Borrower, Affiliate of the Borrower or such Subsidiaries on terms that are less favorable to the Borrower or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a shareholder holder or Affiliate; provided, that the foregoing restriction shall not apply to (a) any transaction between the Borrower and any Guarantor of its Subsidiaries or between Guarantorsamong Subsidiaries of the Borrower; (b) any transaction between Subsidiaries that are not Guarantors, (c) any transaction permitted by Section 6.8(a), (d) reasonable or customary indemnification and compensation arrangements for fees paid to members of the board of directors (or similar governing body)) of the Borrower and its Subsidiaries; (c) compensation or fees to, officers or the provision of benefits for officers, consultants and other former consultants, directors and employees of the Borrower and its Subsidiaries, including, without limitation, transaction-specific director fees and retirement, health, stock option and other benefit plans and arrangements, provided that in the case of the officers and directors, a majority of the disinterested directors or a committee of the board of directors composed entirely of disinterested directors shall approve such transaction; (e) management, consulting, monitoring, transaction and advisory fees and related expenses payable to Yucaipa or one of its Affiliates in an aggregate amount in any Fiscal Year not in excess of the sum of (i) $1,000,000 in respect of annual management fees, plus (ii) any deferred fees (to the extent such fees were within such amount in clause (i) above originally), plus (iii) 1.0% of the value of transactions with respect to which Yucaipa or its Affiliates provides any transaction, advisory or other services, plus (iv) the amount of all reasonable out-of-pocket expenses related thereto and unpaid amounts accrued for prior periods, and (f) transactions Subsidiaries entered into in the ordinary course of business consistent (including, without limitation, loans and advances permitted under Section 6.06(i)); (d) transactions or arrangements described in Schedule 6.10 or any renewals or extensions of any such agreements (so long as such renewals or extensions are not less favorable in any material respect to the Borrower or its Subsidiaries); (e) any transactions between a Credit Party and any Person that is an Affiliate solely because a director of such Person is also a director of a Credit Party, so long as such director abstains from voting as a director of such Credit Party in any matter involving such Person; (f) Restricted Junior Payments permitted to be made under Section 6.04; (g) transactions with past practices consultants, customers, clients, suppliers, lessees or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with Xxxxxxxxxx.xxxthe terms of this Agreement; (h) transactions effected as a part of a Qualified Receivables Transaction and any Permitted Refinancing thereof; (i) Investments permitted under Sections 6.06(c), (o), (p) and (t); (j) the issuances of Equity Interests or other securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by a majority of the Board of Directors of the Borrower or majority of disinterested members of the Board of Directors or any direct or indirect parent company of a Subsidiary of the Borrower, as appropriate, in good faith; (k) any employment or consulting agreement, incentive agreement, employee benefit plan, severance agreement, stock option or stock ownership plan, or any similar arrangement entered into by the Borrower or any of its Subsidiaries in the ordinary course of business approved by the Board of Directors of the Borrower, and payments, awards, grants or issuances of Capital Stock or other securities pursuant thereto; (l) any transaction with a Person in its capacity as a holder of Indebtedness or Equity Interests of the Borrower or any of its Subsidiaries where such Person is treated no more favorably than the other holders of Indebtedness or Equity Interests of the Borrower or any of its Subsidiaries; and (m) entering into, making payments pursuant to and otherwise performing an indemnification and contribution agreement in favor of any Person and each Person who is or becomes a director, officer, agent or employee of the Borrower or any of its Subsidiaries, in respect of liabilities (i) arising under the Securities Act, the Exchange Act and any other applicable securities laws or otherwise, in connection with any offering of securities by the Borrower, (ii) incurred to third parties for any action or failure to act of the Borrower or any of its Subsidiaries, predecessors or successors, (iii) arising out of the fact that any indemnitee was or is a director, officer, agent or employee of the Borrower or any of its Subsidiaries, or is or was serving at the request of any such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise or (iv) to the fullest extent permitted by Delaware or other applicable state law, arising out of any breach or alleged breach by such indemnitee of his or her fiduciary duty as a director or officer of the Borrower or any of its Subsidiaries. For purposes of this Section 6.10, any transaction with any Affiliate shall be deemed to have satisfied the standard set forth in the first sentence hereof if such transaction shall be approved (in form and substance reasonably satisfactory to the Administrative Agent) by a nationally recognized expert with expertise in appraising the terms and conditions of the type of transaction for which approval is required.

Transactions with Shareholders and Affiliates. No Credit Party shallThe Parent shall not, nor and shall it not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (to the extent such transaction is a reportable event under Item 404 of Regulation S-K of the Securities Act of 1933, as amended) (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any shareholder owning more than holder of 5% or more of any class of Equity Interests of the common stock of the Borrower, Parent or with any Affiliate of the Borrower Parent or of any such Subsidiaries holder, on terms that are less favorable to the Borrower or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person Persons who is are not such a shareholder holder or Affiliate; provided, provided that the foregoing restriction shall not apply to (ai) any transaction between the Borrower Parent and any Guarantor of its direct and indirect wholly-owned Subsidiaries or between Guarantors; any of its wholly-owned Subsidiaries, (bii) any transaction between Subsidiaries that are not Guarantorsconsummated in connection with a Permitted Reorganization, (c) any transaction permitted by Section 6.8(a), (diii) reasonable or and customary indemnification and compensation arrangements for fees paid to members of the board Board of directors Directors (or similar equivalent governing body), officers and other employees ) of the Borrower Parent and its Subsidiaries, including, without limitation, transaction-specific director fees and retirement, health, stock option and other benefit plans and arrangements, provided that in the case of the officers and directors, a majority of the disinterested directors or a committee of the board of directors composed entirely of disinterested directors shall approve such transaction; (e) management, consulting, monitoring, transaction and advisory fees and related expenses payable to Yucaipa or one of its Affiliates in an aggregate amount in any Fiscal Year not in excess of the sum of (i) $1,000,000 in respect of annual management fees, plus (ii) any deferred fees (to the extent such fees were within such amount in clause (i) above originally), plus (iii) 1.0% of the value of transactions with respect to which Yucaipa or its Affiliates provides any transaction, advisory or other services, plus (iv) the amount payment of all reasonable out-of-pocket legal fees and expenses related thereto and unpaid amounts accrued for prior periods, and (f) transactions incurred by the Existing Stockholders in connection with their investment in the ordinary course Loan Parties and their Subsidiaries, or (v) any transaction set forth on Schedule 5.02(h); provided, further that in no event shall the Borrower or any of business consistent with past practices with Xxxxxxxxxx.xxxits Subsidiaries pay, at any time, any fees (whether in the form of cash, equity incentives or otherwise) to any Affiliates for management, consulting or similar services.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall 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 shareholder owning more than 5% of the common stock of the Borrower, Affiliate of Holdings on terms, considered together with the Borrower terms of all related and substantially concurrent transactions between such Credit Party or Subsidiary, as the case may be, and such Subsidiaries on terms Affiliate of Holdings, that are less favorable to the Borrower such Credit Party or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a shareholder or Affiliatean Affiliate of Holdings in an arms’ length transaction; provided, provided that the foregoing restriction shall not apply to (a) any transaction between the or among Borrower and any Guarantor or between the Guarantors; (b) any transaction between Subsidiaries that are not Guarantors, (c) any transaction permitted by Section 6.8(a), (d) reasonable or and customary indemnification and compensation arrangements for fees paid to members of the board of directors (or similar governing body), ) of Holdings and its Subsidiaries; (c) compensation arrangements for officers and other employees of the Borrower Holdings and its Subsidiaries, including, without limitation, transaction-specific director fees and retirement, health, stock option and other benefit plans and arrangements, provided that in the case of the officers and directors, a majority of the disinterested directors or a committee of the board of directors composed entirely of disinterested directors shall approve such transaction; (e) management, consulting, monitoring, transaction and advisory fees and related expenses payable to Yucaipa or one of its Affiliates in an aggregate amount in any Fiscal Year not in excess of the sum of (i) $1,000,000 in respect of annual management fees, plus (ii) any deferred fees (to the extent such fees were within such amount in clause (i) above originally), plus (iii) 1.0% of the value of transactions with respect to which Yucaipa or its Affiliates provides any transaction, advisory or other services, plus (iv) the amount of all reasonable out-of-pocket expenses related thereto and unpaid amounts accrued for prior periods, and (f) transactions Subsidiaries entered into in the ordinary course of business consistent with past practices with Xxxxxxxxxx.xxxand other employment and severance arrangements for officers and other employees of Holdings and its Subsidiaries entered into in the ordinary course of business, and the issuance of securities or other payments, awards or grants in Cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by Holdings’ board of directors; (d) transactions as of the Closing Date described in Schedule 6.11 or any amendment thereto to the extent such amendment is not adverse to the Lenders in any material respect; (e) Permitted Project Undertakings and Permitted Equity Commitments; (f) any Restricted Junior Payment that is not prohibited by Section 6.4 and any payment of Indebtedness that is not prohibited by Section 6.9; (g) loans and advances permitted by Section 6.6(p); and (h) “right of first offer” transactions permitted by the Relationship Agreement. Nothing in the foregoing shall be construed to prohibit the issuance of any Permitted Convertible Bond Indebtedness (or any guarantee thereof), the issuance of any Permitted Exchangeable Bond Indebtedness, or the entry into any Permitted Call Transaction.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it 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 shareholder owning more than holder of 5% or more of the common stock any class of the Borrower, Capital Stock of Company or any of its Subsidiaries or with any Affiliate of the Borrower Company or of any such Subsidiaries holder, on terms that are less favorable to the Borrower Company or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a shareholder holder or Affiliate; provided, that the foregoing restriction shall not apply to (a) any transaction between the Borrower Company and any Guarantor or between GuarantorsSubsidiary (other than RP Sub No. 1); (b) any transaction between Subsidiaries that are not Guarantors, (c) any transaction permitted by Section 6.8(a), (d) reasonable or and customary indemnification fees paid and compensation arrangements for options granted to members of the board of directors (or similar governing body) of Company and its Subsidiaries that are approved by the board of directors of Company or such Subsidiary (or a committee thereof); (c) compensation arrangements (including employment agreements, option agreements and restricted stock agreements) for officers and other employees of the Borrower Company and its Subsidiaries, including, without limitation, transaction-specific director fees and retirement, health, stock option and other benefit plans and arrangements, provided that in the case of the officers and directors, a majority of the disinterested directors or a committee of the board of directors composed entirely of disinterested directors shall approve such transaction; (e) management, consulting, monitoring, transaction and advisory fees and related expenses payable to Yucaipa or one of its Affiliates in an aggregate amount in any Fiscal Year not in excess of the sum of (i) $1,000,000 in respect of annual management fees, plus (ii) any deferred fees (to the extent such fees were within such amount in clause (i) above originally), plus (iii) 1.0% of the value of transactions with respect to which Yucaipa or its Affiliates provides any transaction, advisory or other services, plus (iv) the amount of all reasonable out-of-pocket expenses related thereto and unpaid amounts accrued for prior periods, and (f) transactions Subsidiaries entered into in the ordinary course of business consistent that are approved by the board of directors of Company or such Subsidiary (or a committee thereof); (d) transactions described in Schedule 6.12, including, with past practices with Xxxxxxxxxx.xxxrespect to officers or directors of Company, only those transactions not in the ordinary course of business and not on arms’-length terms; (e) any payments permitted under Section 6.5; (f) loans to employees, directors, officers, shareholders or agents to the extent permitted under Section 6.7(f); (g) Investments in any Credit Party or other Subsidiaries existing on the Closing Date; (h) transactions entered into pursuant to or contemplated by this Agreement, and (i) Investments (including Permitted Acquisitions) permitted under Section 6.7(e) and (g) to the extent that such Investment is approved by the board of directors of Company as being on terms that are not less favorable to Company than those that might be obtained from a Person who is not an Affiliate.

Transactions with Shareholders and Affiliates. No Credit Party Borrower shall, nor shall 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 shareholder owning more than 5% of the common stock of the Borrower, Affiliate of any Credit Party; provided, however, that the Borrower Borrowers and the Restricted Subsidiaries may enter into or permit to exist any such Subsidiaries on transaction if the terms that of such transaction are not, taken as a whole, less favorable in any material respect to the such Borrower or that Restricted Subsidiary, as the case may be, than those that might be obtained at the time in a comparable arm’s length transaction from a Person who is not such a shareholder or an Affiliate; provided, further, that the foregoing restriction restrictions shall not apply to (a) (i) any transaction between Credit Parties and (ii) transactions between or among (x) Restricted Subsidiaries that are not Credit Parties and (y) Credit Parties and Restricted Subsidiaries that are not Credit Parties to the Borrower and any Guarantor or between Guarantorsextent permitted under this Agreement; (b) transactions, arrangements, fees reimbursements and indemnities specifically and expressly permitted between or among such parties under this Agreement or any transaction between Subsidiaries that are not Guarantors, other Credit Document; (c) any transaction permitted by Section 6.8(a), (d) reasonable or customary indemnification and compensation arrangements for members of the board of directors (or similar governing body), officers and other employees of the Borrower each Credit Party and its Subsidiaries, including, without limitation, transaction-specific director fees and retirement, health, stock option and other benefit plans and arrangements, provided that in the case of the officers and directors, a majority of the disinterested directors or a committee of the board of directors composed entirely of disinterested directors shall approve such transaction; (e) management, consulting, monitoring, transaction and advisory fees and related expenses payable to Yucaipa or one of its Affiliates in an aggregate amount in any Fiscal Year not in excess of the sum of (i) $1,000,000 in respect of annual management fees, plus (ii) any deferred fees (to the extent such fees were within such amount in clause (i) above originally), plus (iii) 1.0% of the value of transactions with respect to which Yucaipa or its Affiliates provides any transaction, advisory or other services, plus (iv) the amount of all reasonable out-of-pocket expenses related thereto and unpaid amounts accrued for prior periods, and (f) transactions Restricted Subsidiaries entered into in the ordinary course of business consistent with past practices with Xxxxxxxxxx.xxxbusiness; (d) Restricted Payments and Restricted Debt Payments permitted by Section 6.05(a) or (b), (e) Investments permitted by Section 6.07; (f) Permitted Stock Issuances; (g) the existence of, and the performance by any Credit Party of its obligations under the terms of, any Organizational Document or security holders agreement (including any purchase agreement related thereto) to which it is a party on the Closing Date and set forth on Schedule 6.12; (h) payments under the TCP Director Agreement; and (i) guarantees permitted by Section 6.01.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it 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 shareholder owning holder of 10% or more than 5% of the common stock any class of the Borrower, Capital Stock of Company or any of its Subsidiaries or with any Affiliate of the Borrower Company or of any such Subsidiaries holder, on terms that are less favorable to the Borrower Company or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a shareholder holder or Affiliate; provided, that the foregoing restriction shall not apply to (a) any transaction between the Borrower Company and any Guarantor or between GuarantorsSubsidiary; (b) any transaction between Subsidiaries that are not Guarantors, (c) any transaction permitted by Section 6.8(a), (d) reasonable or and customary indemnification fees paid and compensation arrangements for options granted to members of the board of directors (or similar governing body) of Company and its Subsidiaries that are approved by the board of directors of Company or such Subsidiary (or a committee thereof); (c) compensation arrangements (including employment agreements, option agreements and restricted stock agreements) for officers and other employees of the Borrower Company and its Subsidiaries, including, without limitation, transaction-specific director fees and retirement, health, stock option and other benefit plans and arrangements, provided that in the case of the officers and directors, a majority of the disinterested directors or a committee of the board of directors composed entirely of disinterested directors shall approve such transaction; (e) management, consulting, monitoring, transaction and advisory fees and related expenses payable to Yucaipa or one of its Affiliates in an aggregate amount in any Fiscal Year not in excess of the sum of (i) $1,000,000 in respect of annual management fees, plus (ii) any deferred fees (to the extent such fees were within such amount in clause (i) above originally), plus (iii) 1.0% of the value of transactions with respect to which Yucaipa or its Affiliates provides any transaction, advisory or other services, plus (iv) the amount of all reasonable out-of-pocket expenses related thereto and unpaid amounts accrued for prior periods, and (f) transactions Subsidiaries entered into in the ordinary course of business consistent that are approved by the board of directors of Company or such Subsidiary (or a committee thereof); (d) transactions described in Schedule 6.12, including, with past practices with Xxxxxxxxxx.xxxrespect to officers or directors of Company, only those transactions not in the ordinary course of business and not on arms’ length terms; (e) any payments permitted under Section 6.5; (f) loans to employees, directors, officers, shareholders or agents to the extent permitted under Section 6.7(f) ; (g) Investments in any Credit Party or other Subsidiaries existing on the Closing Date, and (h) Investments (including Permitted Acquisitions) permitted under Section 6.7(e) and (g) Investments on terms that are not less favorable to Company than those that might be obtained from a Person who is not an Affiliate.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall 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 shareholder owning more than 5% of the common stock Affiliate of the Borrower, Affiliate other than in the ordinary course of the Borrower or such Subsidiaries business and on terms and conditions that are no less favorable in any material respect to the Borrower or that Restricted Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a shareholder holder or Affiliate; provided, that the foregoing restriction shall not apply to (a) any transaction between or among the Borrower and any Guarantor or between Guarantors; Subsidiary to the extent such transaction is otherwise permitted by this Agreement, (b) any transaction between Subsidiaries that are not Guarantors, (c) any transaction permitted by Section 6.8(a), (d) reasonable or and customary indemnification and compensation arrangements for fees paid to non-officer members of the board of directors (or similar governing body)) of the Borrower and its Restricted Subsidiaries, officers (c) compensation, employment and severance arrangements for directors, officers, independent contractors and other employees of the Borrower and its Subsidiaries, including, without limitation, transaction-specific director fees and retirement, health, stock option and other benefit plans and arrangements, provided that Restricted Subsidiaries entered into in the case ordinary course of business, (d) transactions described in Schedule 6.11 and any amendments thereto that are not less favorable to the 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 an Authorized Officer together with a reasonably detailed description of the officers and directorsterms of such amendments stating that the Borrower has determined in good faith that such terms satisfy the foregoing requirement, a majority of then such amendments shall be deemed to satisfy the disinterested directors or a committee of the board of directors composed entirely of disinterested directors shall approve such transaction; foregoing requirement), (e) managementRestricted Junior Payments made under Section 6.5, consulting, monitoring, transaction and advisory fees and related expenses payable to Yucaipa or one of its Affiliates in an aggregate amount in any Fiscal Year not in excess of the sum of (i) $1,000,000 in respect of annual management fees, plus (ii) any deferred fees (to the extent such fees were within such amount in clause (i) above originally), plus (iii) 1.0% of the value of transactions with respect to which Yucaipa or its Affiliates provides any transaction, advisory or other services, plus (iv) the amount of all reasonable out-of-pocket expenses related thereto and unpaid amounts accrued for prior periods, and (f) fees, expenses and 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 securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, consulting employment agreements, stock options and stock ownership plans in the ordinary course of business consistent with past practices with Xxxxxxxxxx.xxxand approved by the board of the Borrower or the applicable Restricted Subsidiary and (i) employment and severance arrangements entered into in the ordinary course of business between any Credit Party and any employee thereof.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall 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 shareholder owning holder of five percent (5%) or more than 5% of the common stock any class of the Borrower, Capital Stock of Company or any of its Restricted Subsidiaries or with any Affiliate of the Borrower Company or of any such Subsidiaries holder, on terms that are less favorable to the Borrower Company or that Restricted Subsidiary, as the case may be, than those that might be obtained at arm’s length at the time from a Person who is not such a shareholder holder or Affiliate; provided, that the foregoing restriction shall not apply to (a) any transaction between the Borrower and any Guarantor or between transactions among Subsidiary Guarantors; (b) any transaction between Subsidiaries that are not Guarantors, (c) any transaction permitted by Section 6.8(a), (d) reasonable or and customary indemnification and compensation arrangements for fees paid to members of the board of directors (or similar governing body), ) of Company and its Restricted Subsidiaries; (c) ordinary course compensation and severance arrangements for officers and other employees of the Borrower Company and its Restricted Subsidiaries, including, without limitation, transaction-specific director fees and retirement, health, stock option ; (d) issuances of Capital Stock to officers and other benefit plans and arrangements, provided that in the case employees of the officers and directors, a majority of the disinterested directors or a committee of the board of directors composed entirely of disinterested directors shall approve such transactionCompany; (e) management23A Transactions and other transactions in connection with or related to Bank Activities; (f) Ordinary Course of Business Activities, consultingincluding ordinary course cash management and working capital funding arrangements, monitoringtax arrangements, transaction and advisory fees and related expenses payable to Yucaipa provision of overhead expenses, but excluding any such transactions with Affiliates that are not Credit Parties or one Wholly-Owned Subsidiaries of its Affiliates a Credit Party; (g) Restricted Junior Payments paid in an aggregate amount Cash permitted by Section 6.4; (h) Investments in any Fiscal Year not in excess of the sum of Company or a Restricted Subsidiary permitted by Section 6.6; (i) $1,000,000 in respect transactions (other than Investments in, Indebtedness or Asset Sales to or from) involving Care Investment Trust, Inc.; (j) transactions between and among Restricted Subsidiaries that are Wholly-Owned Subsidiaries of annual management fees, plus the Subsidiary Guarantors; (iik) any deferred fees accommodation lease arrangements arising from cross-border leasing transactions with a subsidiary that is not a Credit Party entered into in the Ordinary Course of Business Activities; (l) transactions among the Company and its Restricted Subsidiaries permitted by Section 6.8; and (m) ordinary course transactions between an owner trust, its Owner-Trustee and the beneficiary of the owner trust, solely to the extent such fees were within such amount in clause (i) above originally), plus (iii) 1.0% transactions relate to the operation and governance of the value owner trust. Except as disclosed in public filings, Company shall disclose in writing each transaction with any holder of transactions five percent (5%) or more of any class of Capital Stock of Company or any of its Restricted Subsidiaries or with respect any Affiliate of Company or of any such holder to which Yucaipa or its Affiliates provides any transaction, advisory or other services, plus (iv) the amount of all reasonable out-of-pocket expenses related thereto and unpaid amounts accrued for prior periods, and (f) transactions in the ordinary course of business consistent with past practices with Xxxxxxxxxx.xxxAdministrative Agent.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit None of the --------------------------------------------- Company or any of its Restricted Subsidiaries to, shall directly or indirectly, 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 shareholder owning holder or holders of more than five percent (5% %) of the common stock any class of the equity Securities of a Borrower, or with any Affiliate of the a Borrower or such Subsidiaries which is not a Restricted Subsidiary on terms that are less favorable to the such Borrower or that any such Restricted Subsidiary, as the case may beapplicable, than those that might could be obtained in an arm's length transaction at the time from a Person Persons who is are not such a shareholder holder or Affiliate; provided, that however, (i) annual advisory fees paid by the foregoing restriction -------- ------- Company to Carlyle or any of its Affiliates shall not apply to (a) any transaction between the Borrower and any Guarantor or between Guarantors; (b) any transaction between Subsidiaries that are not Guarantors, (c) any transaction permitted by Section 6.8(a), (d) reasonable or customary indemnification and compensation arrangements for members of the board of directors (or similar governing body), officers and other employees of the Borrower and its Subsidiaries, including, without limitation, transaction-specific director fees and retirement, health, stock option and other benefit plans and arrangements, provided that exceed $100,000 in the case of aggregate in any Fiscal Year and (ii) Advisory fees paid by the officers and directors, a majority of the disinterested directors Company to Carlyle or a committee of the board of directors composed entirely of disinterested directors shall approve such transaction; (e) management, consulting, monitoring, transaction and advisory fees and related expenses payable to Yucaipa or one any of its Affiliates in an aggregate amount in connection with any Fiscal Year Permitted Acquisition shall not in excess exceed one percent (1%) of the sum purchase price thereof; provided, -------- further, however, that in each case any such payments to Carlyle or any of (i) $1,000,000 in respect its ------- ------- Affiliates shall not be permitted if an Event of annual management fees, plus (ii) any deferred fees (to Default or a Default shall have occurred and be continuing at the date of payment thereof or would result therefrom. To the extent such payments to Carlyle or any of its Affiliates are prohibited pursuant to the preceding proviso, fees were within such amount thereunder may accrue and be ------- paid by the Company when (A) an Event of Default or Default is no longer continuing and (B) the Administrative Agent confirms in clause (i) above originallya Compliance Certificate delivered pursuant to Section 7.01(d), plus (iii) 1.0% that the Company has been in compliance --------------- with the covenants set forth in Article X for each of the value two fiscal quarters --------- ending after such Event of transactions with respect to which Yucaipa Default or its Affiliates provides any transaction, advisory or other services, plus (iv) the amount of all reasonable out-of-pocket expenses related thereto and unpaid amounts accrued for prior periods, and (f) transactions in the ordinary course of business consistent with past practices with Xxxxxxxxxx.xxxDefault.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it Enter into or permit any of its Subsidiaries toto exist, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease lease, or exchange of any property Asset or the rendering of any service) with any shareholder owning more than holder of 5% or more of any class of equity interests of the common stock Borrower or any of the Borrowerits Subsidiaries or Affiliates, or with any Affiliate of the Borrower or of any such Subsidiaries holder, in each case other than a Loan Party, on terms taken as a whole that are less favorable to the Borrower or that Subsidiary, as the case may be, than those terms that might be obtained at the time from a Person Persons who is are not such a shareholder holder, Subsidiary, or Affiliate, or if such transaction is not one in which terms could be obtained from such other Person on terms that are not negotiated in good faith on an arm’s length basis, and prior to the Borrower or any of its Subsidiaries engaging in any such transaction described in this Section 6.7, other than transactions in de minimis amounts, the Borrower shall determine that such transaction has been negotiated in good faith and on an arm’s length basis; provided, however, that the foregoing restriction shall not apply to prohibit (a) any transaction between the Borrower and any Guarantor or between Guarantors; Debt permitted under Section 6.1, (b) any transaction between Subsidiaries that are not GuarantorsPermitted Investments, (c) any transaction permitted by Section 6.8(a)the execution, delivery and performance of the agreements evidencing the obligation to pay the Management Fees, (d) reasonable or customary indemnification and compensation arrangements for members of transactions contemplated by the board of directors (or similar governing body)agreements set forth on Schedule 6.7 effected in connection with the IPO, officers and other employees of the Borrower and its Subsidiaries, including, without limitation, transaction-specific director fees and retirement, health, stock option and other benefit plans and arrangements, provided that in the case of the officers and directors, a majority of the disinterested directors or a committee of the board of directors composed entirely of disinterested directors shall approve such transaction; (e) management, consulting, monitoring, transaction and advisory fees and related expenses payable to Yucaipa or one of its Affiliates in an aggregate amount in any Fiscal Year not in excess of the sum of (i) $1,000,000 in respect of annual management fees, plus (ii) any deferred fees (to the extent such fees were within such amount in clause (i) above originally), plus (iii) 1.0% of the value of transactions with respect to which Yucaipa or its Affiliates provides any transaction, advisory or other services, plus (iv) the amount of all reasonable out-of-pocket expenses related thereto and unpaid amounts accrued for prior periods, and (f) transactions in the ordinary course pursuant to the terms of business consistent with past practices with Xxxxxxxxxx.xxxa Benefit Plan, (f) any investment in a Co-Invest Entity or (g) transactions involving the use, transfer, or other disposition of any Assets, to the extent that (i) the Distribution by the Borrower of such Assets would not have violated this Agreement and (ii) such use, transfer, or other disposition would not otherwise result in an Event of Default or an Unmatured Event of Default.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall 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 shareholder owning more than 5% of the common stock Affiliate of the Borrower, Affiliate other than in the ordinary course of the Borrower or such Subsidiaries business and on terms and conditions that are no less favorable in any material respect to the Borrower or that Restricted Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a shareholder holder or Affiliate; provided, that the foregoing restriction shall not apply to (a) any transaction between or among the Borrower and any Guarantor or between Guarantors; Subsidiary to the extent such transaction is otherwise permitted by this Agreement, (b) any transaction between Subsidiaries that are not Guarantors, (c) any transaction permitted by Section 6.8(a), (d) reasonable or and customary indemnification and compensation arrangements for fees paid to non-officer members of the board of directors (or similar governing body)) of the Borrower and its Restricted Subsidiaries, (c) compensation, employment and severance arrangements for directors, officers and other employees of the Borrower and its Subsidiaries, including, without limitation, transaction-specific director fees and retirement, health, stock option and other benefit plans and arrangements, provided that Restricted Subsidiaries entered into in the case ordinary course of business, (d) transactions described in Schedule 6.11 and any amendments thereto that are not less favorable to the 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 an Authorized Officer together with a reasonably detailed description of the officers terms of such amendments stating that the Borrower has determined in good faith that such terms satisfy the foregoing requirement and directors, 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 majority reasonable description of the disinterested directors or a committee of basis upon which it disagrees), then such amendments shall be deemed to satisfy the board of directors composed entirely of disinterested directors shall approve such transaction; foregoing requirement), (e) managementRestricted Junior Payments made under Section 6.5, consulting, monitoring, transaction and advisory fees and related expenses payable to Yucaipa or one of its Affiliates in an aggregate amount in any Fiscal Year not in excess of the sum of (i) $1,000,000 in respect of annual management fees, plus (ii) any deferred fees (to the extent such fees were within such amount in clause (i) above originally), plus (iii) 1.0% of the value of transactions with respect to which Yucaipa or its Affiliates provides any transaction, advisory or other services, plus (iv) the amount of all reasonable out-of-pocket expenses related thereto and unpaid amounts accrued for prior periods, and (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, or the funding of, employment agreements, stock options and stock ownership plans in the ordinary course of business consistent with past practices with Xxxxxxxxxx.xxxand approved by the board of the Borrower or the applicable Restricted Subsidiary and (h) employment and severance arrangements entered into in the ordinary course of business between any Credit Party and any employee thereof.

Transactions with Shareholders and Affiliates. No Credit Loan Party shall, nor shall it 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 shareholder owning more than 5% of the common stock of the Borrower, Affiliate of the Borrower or of any such Subsidiaries holder on terms that are less favorable to the Borrower or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a shareholder holder or Affiliate; provided, provided that the foregoing restriction shall not apply to (a) any transaction between or among (x) the Borrower and any Guarantor and/or one or between Guarantorsmore Subsidiary Guarantors or (y) one or more Foreign Subsidiaries; (b) any transaction between Subsidiaries that are not Guarantors, (c) any transaction permitted by Section 6.8(a), (d) reasonable or and customary indemnification and compensation arrangements for fees paid to members of the board of directors (or similar governing body), ) of Holdings and its Subsidiaries; (c) compensation arrangements (including severance) for officers and other employees of the Borrower Holdings and its Subsidiaries, including, without limitation, transaction-specific director fees and retirement, health, stock option and other benefit plans and arrangements, provided that Subsidiaries entered into in the case ordinary course of the officers 115 business; (d) transactions permitted in Sections 6.01(o) and directors6.05(b), a majority of the disinterested directors or a committee of the board of directors composed entirely of disinterested directors shall approve such transaction(c) and (d); (e) management, consulting, monitoring, the transaction and advisory fees and related expenses payable to Yucaipa or one of its Affiliates in an aggregate amount in any Fiscal Year not in excess of the sum of (i) $1,000,000 in respect of annual management fees, plus (ii) any deferred fees (to the extent such fees were within such amount in clause (i) above originally), plus (iii) 1.0% of the value of transactions with respect to which Yucaipa or its Affiliates provides any transaction, advisory or other services, plus (iv) the amount of all reasonable out-of-pocket expenses related thereto and unpaid amounts accrued for prior periods, and described on Schedule 6.11; (f) commercial transactions between or among the Borrower and/or one or more Subsidiaries in the ordinary course of business and consistent with past practices with Xxxxxxxxxx.xxxpractices; (g) the payment of fees and expenses relating to the Transaction, including Transaction Expenses, (h) payments due pursuant to the Management Agreement, (i) equity issuances, repurchases, retirements or other acquisitions or retirements of Capital Stock of Holdings permitted under Section 6.05, (j) loans and other transactions by the Loan Parties to the extent permitted under this Article 6, (k) the payment of customary fees, compensation, and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, officers and employees of the Loan Parties in the ordinary course of business to the extent attributable to the ownership or operation of the Loan Parties, and (l) dividends, redemptions and repurchases permitted under Section 6.05.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it 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 shareholder owning more than 5% of the common stock of the Borrower, Affiliate of the Borrower or such Subsidiaries Holdings on terms that are less favorable to the Borrower Holdings or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a shareholder holder or Affiliate; provided, that the foregoing restriction shall not apply to (a) any transaction between the Borrower and any Guarantor or between GuarantorsSubsidiary; (b) any transaction between Subsidiaries that are not Guarantors, (c) any transaction permitted by Section 6.8(a), (d) reasonable or and customary indemnification and compensation arrangements for fees paid to members of the board of directors (or similar governing body), ) of Holdings and its Subsidiaries; (c) compensation arrangements for officers and other employees of the Borrower Holdings and its Subsidiaries, including, without limitation, transaction-specific director fees and retirement, health, stock option and other benefit plans and arrangements, provided that in the case of the officers and directors, a majority of the disinterested directors or a committee of the board of directors composed entirely of disinterested directors shall approve such transaction; (e) management, consulting, monitoring, transaction and advisory fees and related expenses payable to Yucaipa or one of its Affiliates in an aggregate amount in any Fiscal Year not in excess of the sum of (i) $1,000,000 in respect of annual management fees, plus (ii) any deferred fees (to the extent such fees were within such amount in clause (i) above originally), plus (iii) 1.0% of the value of transactions with respect to which Yucaipa or its Affiliates provides any transaction, advisory or other services, plus (iv) the amount of all reasonable out-of-pocket expenses related thereto and unpaid amounts accrued for prior periods, and (f) transactions Subsidiaries entered into in the ordinary course of business consistent business; (d) Restricted Junior Payments permitted pursuant to Section 6.4 and transactions described in Schedule 6.11; (e) (i) so long as no Default under Sections 8.1(a), (f) or (g) or any Event of Default has occurred and is continuing, payment of management fees and transaction fees to Sponsor and its Affiliates as set forth in the Advisory Agreement; provided that upon the occurrence and during the continuance of such a Default or an Event of Default, such advisory fees, management fees and transaction fees may accrue until payment is permitted upon cure or waiver of such Default or Event of Default and (ii) reimbursement of reasonable expenses (including indemnification obligations) actually incurred by Sponsor and its Affiliates, as set forth in the Advisory Agreement; (f) any transactions contemplated by and effected in connection with past practices with Xxxxxxxxxx.xxxthe transactions contemplated hereby, including the payment of reasonable fees and expenses related thereto; or (g) the existence of, and the performance by any Credit Party of its obligations under the terms of, any limited liability company, limited partnership or other Organizational Document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which has been disclosed to the Lenders, as in effect on the Closing Date.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it 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 shareholder owning more than 5% of the common stock of the Borrower, Affiliate of the Borrower or such Subsidiaries Holdings on terms that are less favorable to the Borrower Holdings or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a shareholder holder or Affiliate; provided, that the foregoing restriction shall not apply to (a) any transaction between the Borrower and any Guarantor or between GuarantorsSubsidiary; (b) any transaction between Subsidiaries that are not Guarantors, (c) any transaction permitted by Section 6.8(a), (d) reasonable or and customary indemnification and compensation arrangements for fees paid to members of the board of directors (or similar governing body), ) of Holdings and its Subsidiaries; (c) compensation arrangements for officers and other employees of the Borrower Holdings and its Subsidiaries, including, without limitation, transaction-specific director fees and retirement, health, stock option and other benefit plans and arrangements, provided that in the case of the officers and directors, a majority of the disinterested directors or a committee of the board of directors composed entirely of disinterested directors shall approve such transaction; (e) management, consulting, monitoring, transaction and advisory fees and related expenses payable to Yucaipa or one of its Affiliates in an aggregate amount in any Fiscal Year not in excess of the sum of (i) $1,000,000 in respect of annual management fees, plus (ii) any deferred fees (to the extent such fees were within such amount in clause (i) above originally), plus (iii) 1.0% of the value of transactions with respect to which Yucaipa or its Affiliates provides any transaction, advisory or other services, plus (iv) the amount of all reasonable out-of-pocket expenses related thereto and unpaid amounts accrued for prior periods, and (f) transactions Subsidiaries entered into in the ordinary course of business consistent business; (d) Restricted Junior Payments permitted pursuant to Section 6.4 and transactions described in Schedule 6.11; (e)(i) so long as no Default under Sections 8.1(a), (f) or (g) or any Event of Default has occurred and is continuing, payment of management fees and transaction fees to Sponsor and its Affiliates as set forth in the Advisory Agreement; provided that upon the occurrence and during the continuance of such a Default or an Event of Default, such advisory fees, management fees and transaction fees may accrue until payment is permitted upon cure or waiver of such Default or Event of Default and (ii) reimbursement of reasonable expenses (including indemnification obligations) actually incurred by Sponsor and its Affiliates, as set forth in the Advisory Agreement; (f) any transactions contemplated by and effected in connection with past practices with Xxxxxxxxxx.xxxthe transactions contemplated hereby, including the payment of reasonable fees and expenses related thereto; or (g) the existence of, and the performance by any Credit Party of its obligations under the terms of, any limited liability company, limited partnership or other Organizational Document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which has been disclosed to the Lenders, as in effect on the Closing Date.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it 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 shareholder owning more than 5% of the common stock of the Borrowerofficer, director, employee or Affiliate of the Borrower Parent or such Subsidiaries on terms that are less favorable to the Borrower or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a shareholder or Affiliateany of its Subsidiaries; provided, that the foregoing restriction shall not apply to (a) any such transaction between the Borrower that is for fair market value and any Guarantor on fair and reasonable terms no less favorable to such Credit Party or between Guarantors; such Subsidiary than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate, (b) any transaction between Parent and its Subsidiaries that are not Guarantors, and Joint Ventures to the extent permitted under the Credit Documents; (c) any transaction permitted by Section 6.8(a)reasonable and customary fees and expenses, (d) reasonable or customary indemnification indemnification, incentive plans and compensation arrangements for similar items paid to members of the board of directors (or similar governing body), ) of Parent and its Subsidiaries; (d) employment and compensation arrangements for officers and other employees of the Borrower Parent and its Subsidiaries, including, without limitation, transaction-specific director fees and retirement, health, stock option and other benefit plans and arrangements, provided that Subsidiaries entered into in the case ordinary course of the officers business (including base salary and directors, a majority of the disinterested directors or a committee of the board of directors composed entirely of disinterested directors shall approve such transactionincentives); (e) management, consulting, monitoring, transaction and advisory fees and related expenses payable to Yucaipa or one of its Affiliates transactions in an aggregate amount in any Fiscal Year not in excess of existence on the sum of (i) $1,000,000 in respect of annual management fees, plus (ii) any deferred fees (to the extent such fees were within such amount in clause (i) above originally), plus (iii) 1.0% of the value of transactions with respect to which Yucaipa or its Affiliates provides any transaction, advisory or other services, plus (iv) the amount of all reasonable out-of-pocket expenses related thereto and unpaid amounts accrued for prior periods, and Original Closing Date; (f) transactions contemplated by the Plan, including arrangements with Spinco, Inc. and in connection with the spin-off thereof; (g) transactions in the ordinary course of business consistent in accordance with past practices with Xxxxxxxxxx.xxxthe Consolidated Cash Management System of Parent and its Subsidiaries; (h) reimbursement of travel, moving and similar expenses in the ordinary course of business; (i) loans and advances to directors, officers and employees in the ordinary course of business or otherwise permitted hereunder; (j) (A) guarantees of the Indebtedness and other obligations not otherwise prohibited under the Credit Documents and (B) other customary guarantees in the ordinary course of business; (k) Restricted Junior Payments permitted under Section 6.4; and (l) Asset Sales of Capital Stock in order to qualify members of the board of directors (or similar governing body) of any Credit Party or any of their Subsidiaries if required by applicable law or contract.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it 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 shareholder owning more than 5% of the common stock of the Borrower, Affiliate of the Borrower or such Subsidiaries Holdings on terms that are less favorable to the Borrower Holdings or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a shareholder holder or Affiliate; provided, that the foregoing restriction shall not apply to (a) any transaction between or among the Borrower and any Guarantor or between GuarantorsCredit Parties; (b) any transaction between Subsidiaries that are not Guarantors, (c) any transaction permitted by Section 6.8(a), (d) reasonable or and customary indemnification and compensation arrangements for fees paid to members of the board of directors (or similar governing body), ) of Holdings and its Subsidiaries; (c) compensation arrangements for officers and other employees of the Borrower Holdings and its Subsidiaries, including, without limitation, transaction-specific director fees and retirement, health, stock option and other benefit plans and arrangements, provided that Subsidiaries entered into in the case ordinary course of the officers and directors, a majority of the disinterested directors or a committee of the board of directors composed entirely of disinterested directors shall approve such transactionbusiness; (d) transactions described in Schedule 6.11; (e) managementRestricted Junior Payments permitted pursuant to Section 6.4 (other than those permitted under Section 6.4(d)), consulting(f) Investments may be made to the extent permitted by Sections 6.1(p) and 6.6(j), monitoring(g) the provision of officers’ and directors indemnification and insurance in the ordinary course of business to the extent permitted by applicable law, transaction and advisory (h) after the Exit Facilities Conversion Date, payments of management fees and related expenses payable pursuant to Yucaipa or one of its Affiliates a Management Agreement in an aggregate amount in any not to exceed $1,500,000 per Fiscal Year not in excess of the sum of (i) $1,000,000 in respect of annual management fees, plus (ii) any deferred fees (to the extent such fees were within such amount in clause (i) above originally), plus (iii) 1.0% of the value of transactions with respect to which Yucaipa or its Affiliates provides any transaction, advisory or other services, plus (iv) the amount of all reasonable out-of-pocket expenses related thereto of the manager thereunder; provided that (A) the payments of such amounts shall be subordinated to the Obligations on terms reasonably satisfactory to Administrative Agent, (B) no Default or Event of Default shall have occurred and unpaid amounts accrued be continuing at the time of such payments or shall be caused thereby, (C) the Leverage Ratio as of the last day of the Fiscal Quarter most recently ended for prior periods, which financial statements have been delivered pursuant to Section 5.1(b) or Section 5.1(c) shall not exceed 1.75:1.00 and (fD) transactions the Consolidated Excess Cash Flow for the Fiscal Year most recently ended shall be greater than $0; (i) customary cash management arrangements with Foreign Subsidiaries in the ordinary course of business; and (i) sale for less than fair market value to management of Holdings or any Subsidiary of any common Equity Interests of Holdings. Conduct of Business. From and after the Closing Date, no Credit Party shall, nor shall it permit any of its Subsidiaries to, engage in any business consistent with past practices with Xxxxxxxxxx.xxxother than (i) the businesses engaged in by such Credit Party on the Closing Date and similar or related businesses and (ii) such other lines of business as may be consented to by Requisite Lenders.

Transactions with Shareholders and Affiliates. No Credit Party Borrower shall, nor shall 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 shareholder owning more than 5% of the common stock of the Borrower, Affiliate of any Credit Party; provided, however, that the Borrower Borrowers and the Restricted Subsidiaries may enter into or permit to exist any such Subsidiaries on transaction if the terms that of such transaction are not, taken as a whole, less favorable in any material respect to the such Borrower or that Restricted Subsidiary, as the case may be, than those that might be obtained at the time in a comparable arm’s length transaction NAI-1537228099v31537241654v2 from a Person who is not such a shareholder or an Affiliate; provided, further, that the foregoing restriction restrictions shall not apply to (a) (i) any transaction between Credit Parties and (ii) transactions between or among (x) Restricted Subsidiaries that are not Credit Parties and (y) Credit Parties and Restricted Subsidiaries that are not Credit Parties to the Borrower and any Guarantor or between Guarantorsextent permitted under this Agreement; (b) transactions, arrangements, fees reimbursements and indemnities specifically and expressly permitted between or among such parties under this Agreement or any transaction between Subsidiaries that are not Guarantors, other Credit Document; (c) any transaction permitted by Section 6.8(a), (d) reasonable or customary indemnification and compensation arrangements for members of the board of directors (or similar governing body), officers and other employees of the Borrower each Credit Party and its Subsidiaries, including, without limitation, transaction-specific director fees and retirement, health, stock option and other benefit plans and arrangements, provided that in the case of the officers and directors, a majority of the disinterested directors or a committee of the board of directors composed entirely of disinterested directors shall approve such transaction; (e) management, consulting, monitoring, transaction and advisory fees and related expenses payable to Yucaipa or one of its Affiliates in an aggregate amount in any Fiscal Year not in excess of the sum of (i) $1,000,000 in respect of annual management fees, plus (ii) any deferred fees (to the extent such fees were within such amount in clause (i) above originally), plus (iii) 1.0% of the value of transactions with respect to which Yucaipa or its Affiliates provides any transaction, advisory or other services, plus (iv) the amount of all reasonable out-of-pocket expenses related thereto and unpaid amounts accrued for prior periods, and (f) transactions Restricted Subsidiaries entered into in the ordinary course of business consistent with past practices with Xxxxxxxxxx.xxxbusiness; (d) Restricted Payments and Restricted Debt Payments permitted by Section 6.05(a) or (b), (e) Investments permitted by Section 6.07; (f) Permitted Stock Issuances; (g) the existence of, and the performance by any Credit Party of its obligations under the terms of, any Organizational Document or security holders agreement (including any purchase agreement related thereto) to which it is a party on the Closing Date and set forth on Schedule 6.12; (h) payments under the TCP Director Agreement; and (i) guarantees permitted by Section 6.01.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it 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 shareholder owning holder of 10% or more of any class of Capital Stock of Parent Borrower or any of its Subsidiaries (other than 5% Lender, AMC and each of the common stock their affiliates, including any direct or indirect beneficial owner of the Borrower, AMC) or with any Affiliate of the Parent Borrower or of any such holder; provided that, the Credit Parties and their Subsidiaries on may enter into or permit to exist any such transaction if (i) in respect of any transaction involving aggregate annual revenues or aggregate annual expenses (whichever is greater) in excess of $1,000,000, the Requisite Lenders have consented to such transaction and (ii) the terms that of such transaction are not less favorable to the Parent Borrower or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a shareholder holder or Affiliate; provided, further, that the foregoing restriction restrictions shall not apply to (a) any transaction between the Parent Borrower and any Guarantor or between GuarantorsSubsidiary (other than RLJ Australia); (b) any transaction between Subsidiaries that are not Guarantors, (c) any transaction to the extent permitted by Section 6.8(a6.4(a)(ii), (d) reasonable or and customary indemnification and compensation arrangements for fees paid to members of the board of directors (or similar governing body), ) of Parent Borrower and its Subsidiaries; (c) compensation arrangements for officers and other employees of the Parent Borrower and its Subsidiaries, including, without limitation, transaction-specific director fees and retirement, health, stock option and other benefit plans and arrangements, provided that in the case of the officers and directors, a majority of the disinterested directors or a committee of the board of directors composed entirely of disinterested directors shall approve such transaction; (e) management, consulting, monitoring, transaction and advisory fees and related expenses payable to Yucaipa or one of its Affiliates in an aggregate amount in any Fiscal Year not in excess of the sum of (i) $1,000,000 in respect of annual management fees, plus (ii) any deferred fees (to the extent such fees were within such amount in clause (i) above originally), plus (iii) 1.0% of the value of transactions with respect to which Yucaipa or its Affiliates provides any transaction, advisory or other services, plus (iv) the amount of all reasonable out-of-pocket expenses related thereto and unpaid amounts accrued for prior periods, and (f) transactions Subsidiaries entered into in the ordinary course of business consistent business; (d) ordinary course trade payables of Parent Borrower and/or its Subsidiaries that are held by Affiliates of Parent Borrower from time to time; (e) to the extent permitted pursuant to Section 6.4(a), in an aggregate amount not to exceed $350,000 in any Fiscal Year to pay the salaries, fees and expenses of Parent Borrower; (f) transactions described in Schedule 6.11 and (g) transactions with past practices AMC; provided that, in addition to the foregoing, any transaction (including any Permitted Service Agreement) between Parent Borrower or any Subsidiary of Parent Borrower, on the one hand, and any ACL Group member, on the other hand, shall only be entered into pursuant to a written agreement, which agreement shall be delivered to Administrative Agent prior to the effectiveness thereof. Parent Borrower shall disclose in writing each transaction with Xxxxxxxxxx.xxxany holder of 5% or more of any class of Capital Stock of Parent Borrower (other than AMC or any subsidiary of AMC that is a parent entity to Parent Borrower) or any of its Subsidiaries or with any Affiliate of Parent Borrower or of any such holder to Administrative Agent and the Lenders.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it 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 shareholder owning more than 5% of the common stock of the Borrower, Affiliate of the Borrower or such Subsidiaries on terms that are less favorable to the Borrower or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a shareholder holder or AffiliateAffiliate as determined in good faith by the disinterested members of the Board of Directors of the Borrower; provided, that the foregoing restriction shall not apply to (a) any transaction between the Borrower and any Guarantor or between Subsidiary (other than Real Estate Guarantors); (b) any transaction between Subsidiaries that are not Guarantors, (c) any transaction permitted by Section 6.8(a), (d) reasonable or and customary indemnification and compensation arrangements for fees paid to members of the board of directors (or similar governing body), ) of Borrower and its Subsidiaries; (c) compensation arrangements for officers and other employees of the Borrower and its Subsidiaries, including, without limitation, transaction-specific director fees and retirement, health, stock option and other benefit plans and arrangements, provided that Subsidiaries entered into in the case ordinary course of business; (d) the officers provision of officers’ and directors, a majority of the disinterested directors or a committee of the board of directors composed entirely of disinterested directors shall approve such transaction; (e) management, consulting, monitoring, transaction ’ indemnification and advisory fees and related expenses payable to Yucaipa or one of its Affiliates in an aggregate amount in any Fiscal Year not in excess of the sum of (i) $1,000,000 in respect of annual management fees, plus (ii) any deferred fees (to the extent such fees were within such amount in clause (i) above originally), plus (iii) 1.0% of the value of transactions with respect to which Yucaipa or its Affiliates provides any transaction, advisory or other services, plus (iv) the amount of all reasonable out-of-pocket expenses related thereto and unpaid amounts accrued for prior periods, and (f) transactions insurance in the ordinary course of business consistent with past practices with Xxxxxxxxxx.xxxto the extent permitted by applicable law; (e) transactions described in Schedule 6.11; (f) Indebtedness may be incurred to the extent permitted by Section 6.1(n)(i) or Section 6.1(n)(ii); (g) Investments may be made to the extent permitted by Section 6.6(i); (h) sublease agreements between Real Estate Guarantors and any of the Credit Parties that operate a retail store, warehouse, distribution center or other business on any Leasehold Property; (i) to the extent permitted by the other terms of this Agreement, any Investment by Sopris in the Equity Interests of the Borrower, including any Specified Equity Contribution, and (j) Indebtedness owed to Sopris pursuant to this Agreement, the First Lien Term Credit Agreement, the Second Lien Credit Agreement, any Term Loan Refinancing Indebtedness (as defined in the First Lien Term Credit Agreement) and/or any Seasonal Overadvance Facility.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Material Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction Related Party Transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with except for (i) any shareholder owning more Related Party Transaction providing for annual payments or other obligations of less than 5% of the common stock of the Borrower, Affiliate of the Borrower or such Subsidiaries on terms $2,000,000; provided that are less favorable to the Borrower or that Subsidiary, as the case may be, than those that might be obtained at the time of any such payment no Event of Default resulting from a Person who is not such a shareholder the failure by Borrower to comply with the covenant set forth in Section 6.7 has occurred, will be continuing or Affiliate; providedwill result thereform, that the foregoing restriction shall not apply to (a) any transaction between the Borrower and any Guarantor or between Guarantors; (b) any transaction between Subsidiaries that are not Guarantors, (c) any transaction permitted by Section 6.8(a), (d) reasonable or customary indemnification and compensation arrangements for members of the board of directors (or similar governing body), officers and other employees of the Borrower and its Subsidiaries, including, without limitation, transaction-specific director fees and retirement, health, stock option and other benefit plans and arrangements, provided that in the case of the officers and directors, a majority of the disinterested directors or a committee of the board of directors composed entirely of disinterested directors shall approve such transaction; (e) management, consulting, monitoring, transaction and advisory fees and related expenses payable to Yucaipa or one of its Affiliates in an aggregate amount in any Fiscal Year not in excess of the sum of (i) $1,000,000 in respect of annual management fees, plus (ii) any deferred fees Related Party Transaction pertaining to a supply contract based on arm’s length terms with Borrower or any of its Subsidiaries, provided that (A) such contract shall allow Borrower or any such Subsidiary to earn margins thereunder not less than margins customarily earned under such types of contracts and (B) at least five (5) Business Days before entering into any such contract, Borrower shall provide the Lenders with a copy of such contract or a summary of the terms thereof and a certificate of the Chief Executive Officer, President or Chief Financial Officer of Borrower confirming that such contract satisfies the requirements of this clause (ii); (iii) any Related Party Transaction pertaining to a procurement contract based on arm’s length terms with Borrower or any of its Subsidiaries, provided that (A) the terms of such contract shall not be materially different (to the extent benefit of the affiliated vendor) from the terms offered by any non-affiliated vendor and (B) at least five (5) Business Days before entering into any such fees were within contract, Borrower shall provide the Lenders with a copy of such amount in contract or a summary of the terms thereof and a certificate of the Chief Executive Officer, President or Chief Financial Officer of Borrower confirming that such contract satisfies the requirements of this clause (i) above originallyiii), plus (iii) 1.0% of the value of transactions with respect to which Yucaipa or its Affiliates provides any transaction, advisory or other services, plus ; (iv) any Related Party Transaction pertaining to the amount purchase or sale of all reasonable out-of-pocket expenses related thereto and unpaid amounts accrued assets (including Equity Interests) at fair market value as determined by an Independent Financial Advisor; (v) any Related Party Transaction pertaining to an equity investment in Borrower or any of its Subsidiaries for cash consideration at fair market value as determined by an Independent Financial Advisor; (vi) any Related Party Transaction under written agreements in effect as of the date hereof, provided that neither Borrower nor any of its Subsidiaries shall be permitted to enter into any material amendments or waivers of such agreements without Requisite Lenders prior periodswritten consent, (vii) transactions pursuant to the Credit Documents, and (fviii) transactions the Transactions; provided, however, that this provision shall not prohibit (xx) the payment of reasonably and customary compensation and other benefits and indemnification arrangements to directors, officers and employees of Borrower or any of its Subsidiaries, in each case in the ordinary course of business consistent with past practices with Xxxxxxxxxx.xxxbusiness, and approved in good faith by the Board, (yy) any repurchase, redemption or other acquisition or retirement for value of any Equity Interests of Borrower or any of its Subsidiaries held by any present or former employee or director of Borrower or any of its Subsidiaries pursuant to any management equity subscription agreement or stock option agreement or other management or employee benefit plan or similar agreement in the aggregate amount not to exceed $500,000 or (zz) Restricted Junior Payments that are not prohibited under Section 6.4.

Transactions with Shareholders and Affiliates. No Credit Loan Party shall, nor shall it 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 shareholder owning more than 5% of the common stock of the Borrower, Affiliate of the Borrower or of any such Subsidiaries holder on terms that are less favorable to the Borrower or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a shareholder holder or Affiliate; provided, provided that the foregoing restriction shall not apply to (a) any transaction between or among (x) the Borrower and any Guarantor and/or one or between Guarantorsmore Subsidiary Guarantors or (y) one or more Foreign Subsidiaries; (b) any transaction between Subsidiaries that are not Guarantors, (c) any transaction permitted by Section 6.8(a), (d) reasonable or and customary indemnification and compensation arrangements for fees paid to members of the board of directors (or similar governing body), ) of Holdings and its Subsidiaries; (c) compensation arrangements (including severance) for officers and other employees of the Borrower Holdings and its Subsidiaries, including, without limitation, transaction-specific director fees and retirement, health, stock option and other benefit plans and arrangements, provided that Subsidiaries entered into in the case ordinary course of the officers and directors, a majority of the disinterested directors or a committee of the board of directors composed entirely of disinterested directors shall approve such transactionbusiness; (ed) management, consulting, monitoring, transaction transactions permitted in Sections 6.01(o) and advisory fees and related expenses payable to Yucaipa or one of its Affiliates in an aggregate amount in any Fiscal Year not in excess of the sum of (i) $1,000,000 in respect of annual management fees, plus (ii) any deferred fees (to the extent such fees were within such amount in clause (i) above originally6.05(b), plus (iii) 1.0% of the value of transactions with respect to which Yucaipa or its Affiliates provides any transactionc), advisory or other services, plus (iv) the amount of all reasonable out-of-pocket expenses related thereto and unpaid amounts accrued for prior periodsd), and (e); (f) the transaction described on Schedule 6.12; (g) commercial transactions between or among the Borrower and/or one or more Subsidiaries in the ordinary course of business and consistent with past practices with Xxxxxxxxxx.xxxpractices; (h) the Transactions and the payment of fees and expenses relating to the Transactions, including Transaction Costs, (i) payments due pursuant to the Management Agreement, (j) equity issuances, repurchases, retirements or other acquisitions or retirements of Capital Stock of Holdings permitted under Section 6.05, (k) loans and other transactions by the Loan Parties to the extent permitted under this Article 6, (l) the payment of customary fees, compensation, and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, officers and employees of the Loan Parties in the ordinary course of business to the extent attributable to the ownership or operation of the Loan Parties, (m) transactions pursuant to permitted agreements in existence on the Closing Date and set forth on Schedule 6.12 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect; and (n) dividends, redemptions and repurchases permitted under Section 6.05.

Transactions with Shareholders and Affiliates. No Credit Party shallHoldings shall not, nor and shall it 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 shareholder owning more than holder of 5% or more of the common stock any class of the Borrower, equity Securities of Holdings or with any Affiliate of the Borrower Holdings or of any such Subsidiaries holder, on terms that are less favorable to the Borrower Holdings or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person Persons who is are not such a shareholder holder or Affiliate; provided, provided that the foregoing restriction shall not apply to (ai) any -------- transaction between the Borrower Holdings and any Guarantor of its Subsidiaries or between Guarantors; (b) any transaction between Subsidiaries that are not Guarantors, (c) any transaction permitted by Section 6.8(a), (d) reasonable or customary indemnification and compensation arrangements for members of the board of directors (or similar governing body), officers and other employees of the Borrower and its Subsidiaries, including, without limitation, transaction-specific director fees and retirement, health, stock option and other benefit plans and arrangements, provided that in the case of the officers and directors, a majority of the disinterested directors or a committee of the board of directors composed entirely of disinterested directors shall approve such transaction; (e) management, consulting, monitoring, transaction and advisory fees and related expenses payable to Yucaipa or one of its Affiliates in an aggregate amount in any Fiscal Year not in excess of the sum of (i) $1,000,000 in respect of annual management fees, plus (ii) any deferred fees (payment from Company to Holdings and the extent such fees were within such amount in clause (i) above originally)General Partner expressly permitted under subsection 7.5 and any payment by Holdings permitted under subsection 7.5, plus (iii) 1.0% the payment of Bain Management Fees under the value of transactions with respect to which Yucaipa or its Affiliates provides any transactionBain Advisory Services Agreement, advisory or other services, plus (iv) any employment agreement entered into by Holdings or any of its Subsidiaries in the amount ordinary course of all reasonable out-of-pocket expenses related thereto business, (v) any issuance of Common Units or Preferred Units or Qualified Preferred Units in connection with employment arrangements, stock options and unpaid amounts accrued for prior periods, and (f) transactions stock ownership plans of Holdings or any of its Subsidiaries entered into in the ordinary course of business consistent and the performance of obligations thereunder, (vi) any of the Recapitalization Transactions, (vii) reasonable and customary fees, expenses and indemnities paid to members of the Boards of Directors or Board of Managers, as the case may be, of Holdings and its Subsidiaries, (viii) the performance of obligations under the Related Agreements, (ix) transactions with past practices with Xxxxxxxxxx.xxx.Xxx Xxxxxxx; provided that any amounts received by Xxx Xxxxxxx pursuant to this clause (ix) -------- in excess of salary and other compensation contractually due to him from Company shall not exceed $50,000 in any Fiscal Year, or (x) transactions described in Schedule 7.11 annexed hereto. -------------

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it 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 shareholder owning more than holder of 5% or more of the common stock any class of the Borrower, Capital Stock of Holdings or any of its Subsidiaries (or any Affiliate of such holder) or with any Affiliate of Holdings or of any such holder; provided, however, that the Borrower Credit Parties and their Subsidiaries may enter into or permit to exist any such Subsidiaries on transaction if both (i) Administrative Agent has consented thereto in writing prior to the consummation thereof and (ii) the terms that of such transaction are not less favorable to the Borrower Holdings or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a shareholder holder or Affiliate; further, provided, that the foregoing restriction restrictions shall not apply to (a) any transaction between the Borrower Company and any Guarantor or between GuarantorsSubsidiary; (b) any transaction between Subsidiaries that are not Guarantors, (c) any transaction permitted by Section 6.8(a), (d) reasonable or and customary indemnification and compensation arrangements for fees paid to members of the board of directors (or similar governing body), ) of Holdings and its Subsidiaries; (c) compensation arrangements for officers and other employees of the Borrower Holdings and its Subsidiaries, including, without limitation, transaction-specific director fees and retirement, health, stock option and other benefit plans and arrangements, provided that in the case of the officers and directors, a majority of the disinterested directors or a committee of the board of directors composed entirely of disinterested directors shall approve such transaction; (e) management, consulting, monitoring, transaction and advisory fees and related expenses payable to Yucaipa or one of its Affiliates in an aggregate amount in any Fiscal Year not in excess of the sum of (i) $1,000,000 in respect of annual management fees, plus (ii) any deferred fees (to the extent such fees were within such amount in clause (i) above originally), plus (iii) 1.0% of the value of transactions with respect to which Yucaipa or its Affiliates provides any transaction, advisory or other services, plus (iv) the amount of all reasonable out-of-pocket expenses related thereto and unpaid amounts accrued for prior periods, and (f) transactions Subsidiaries entered into in the ordinary course of business consistent business; (d) the purchase by Bxxxxxxx Xxxx Xxxxxx, trustee of the Bxxxxxxx Xxxx Xxxxxx 2012 GRAT U/A dated April 17, 2012 and by Sxxxxxx X. Xxxxxx, trustee of the Sxxxxxx X. Xxxxxx 2012 GRAT U/A dated April 17, 2012 (collectively, the “Cxxxxx GRATs”) of $1,500,000 of Capital Stock on or about the First Amendment Effective Date and the issuance by Holdings of warrants to the Cxxxxx GRATs in connection therewith, the proceeds of which shall be contributed by Holdings to Vertex Refining OH and (e) transactions described in Schedule 6.12. Company shall disclose in writing each transaction with past practices any holder of 5% or more of any class of Capital Stock of Holdings or any of its Subsidiaries or with Xxxxxxxxxx.xxxany Affiliate of Holdings or of any such holder to Administrative Agent.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall 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 shareholder owning more than 5% of the common stock of the Borrower, Affiliate of the Borrower involving aggregate payments or consideration in excess of $2,750,000 unless such Subsidiaries transaction is on terms that are less at least as favorable to the 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 a Person who is not such a shareholder or Affiliatean Affiliate of Borrower; provided, that the foregoing restriction shall not apply to (a) any transaction between the Borrower and any Guarantor or between GuarantorsRestricted Subsidiary; (b) reasonable and customary fees and reimbursement of expenses of directors, officers, managers, employees or consultant of Borrower or any transaction between Subsidiaries that are not Guarantors, of its Restricted Subsidiaries; (c) any transaction permitted by Section 6.8(a), (d) reasonable or customary indemnification compensation and compensation arrangements for members of the board of present or future officers, consultants, directors (or similar governing body), officers and other employees of the Borrower and its SubsidiariesSubsidiaries (including bonuses) and other benefits (including health, including, without limitation, transaction-specific director fees and retirement, health, stock option and other benefit plans and arrangements, provided that plans) entered into in the case ordinary course of the officers and directors, a majority business; (d) any issuance of the disinterested directors or a committee Equity Interests of the board Borrower to Affiliates of directors composed entirely of disinterested directors shall approve such transactionBorrower; (e) management, consulting, monitoring, transaction and advisory fees and related expenses payable to Yucaipa or one of its Affiliates in an aggregate amount in any Fiscal Year not in excess of the sum of (i) $1,000,000 in respect of annual management fees, plus (ii) any deferred fees (to the extent such fees were within such amount in clause (i) above originally), plus (iii) 1.0% of the value of transactions with respect customers, clients, suppliers and purchasers or sellers of goods and services (including pursuant to which Yucaipa or 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 Affiliates provides any transaction, advisory or other services, plus (iv) the amount of all reasonable out-of-pocket expenses related thereto and unpaid amounts accrued for prior periods, and Restricted Subsidiaries might reasonably have obtained from an unaffiliated party; (f) transactions loans or advances to employees in the ordinary course of business consistent in an aggregate amount not to exceed $3,300,000; (g) payment of fees and expense reimbursement due pursuant to Highgate Agreement; (h) dividends permitted by Section 6.4; (i) mergers, amalgamations, consolidations and 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 and not interfering in any material respect with past practices 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; (k) sales of Disqualified Equity Interests of Borrower to Affiliates not otherwise prohibited by the Credit Documents and the granting of registration and other customary rights in connection therewith; and (l) any transaction with Xxxxxxxxxx.xxxan Affiliate where the only consideration paid by Borrower or any of its Restricted Subsidiaries is Disqualified Equity Interests of Borrower.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it 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 shareholder owning more than 5% of the common stock of the Borrower, Affiliate of the Borrower or such Subsidiaries on terms that are less favorable to the Borrower or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a shareholder holder or AffiliateAffiliate as determined in good faith by the disinterested members of the Board of Directors of the Borrower; provided, that the foregoing restriction shall not apply to (a) any transaction between the Borrower and any Guarantor or between Subsidiary (other than Real Estate Guarantors); (b) any transaction between Subsidiaries that are not Guarantors, (c) any transaction permitted by Section 6.8(a), (d) reasonable or and customary indemnification and compensation arrangements for fees paid to members of the board of directors (or similar governing body), ) of Borrower and its Subsidiaries; (c) compensation arrangements for officers and other employees of the Borrower and its Subsidiaries, including, without limitation, transaction-specific director fees and retirement, health, stock option and other benefit plans and arrangements, provided that Subsidiaries entered into in the case ordinary course of business; (d) the officers provision of officers’ and directors, a majority of the disinterested directors or a committee of the board of directors composed entirely of disinterested directors shall approve such transaction; (e) management, consulting, monitoring, transaction ’ indemnification and advisory fees and related expenses payable to Yucaipa or one of its Affiliates in an aggregate amount in any Fiscal Year not in excess of the sum of (i) $1,000,000 in respect of annual management fees, plus (ii) any deferred fees (to the extent such fees were within such amount in clause (i) above originally), plus (iii) 1.0% of the value of transactions with respect to which Yucaipa or its Affiliates provides any transaction, advisory or other services, plus (iv) the amount of all reasonable out-of-pocket expenses related thereto and unpaid amounts accrued for prior periods, and (f) transactions insurance in the ordinary course of business consistent to the extent permitted by applicable law; (e) transactions described in Schedule 6.11; (f) Indebtedness may be incurred to the extent permitted by Sections 6.1(c)(i), (n)(i), (n)(ii), (p) or (r); (g) Investments may be made to the extent permitted by Section 6.6(i); (h) sublease agreements between Real Estate Guarantors and any of the Credit Parties that operate a retail store, warehouse, distribution center or other business on any Leasehold Property; (i) any Investment by a Restricted Sponsor Affiliate in (A) the Equity Interests of the Borrower (that are not Disqualified Equity Interests) and (B) debt Securities (that are not Disqualified Equity Interests) that are otherwise permitted to be issued by Borrower in connection with past practices with Xxxxxxxxxx.xxxIndebtedness permitted to be incurred under Section 6.2(o), and (j) Indebtedness owed to a Restricted Sponsor Affiliate pursuant to this Agreement and/or the Second Lien Credit Agreement.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any material transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any shareholder owning more than 5% of the common stock of the Borrower, Affiliate of the Borrower or such Subsidiaries on terms that are less favorable to the Borrower or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a shareholder holder or Affiliate; provided, that the foregoing restriction shall not apply to (a) any transaction between the Borrower and any Guarantor or between GuarantorsGuarantor; (b) any transaction between Subsidiaries that are not Guarantors, (c) any transaction permitted by Section 6.8(a), (d) reasonable or customary indemnification and compensation arrangements for fees paid to members of the board of directors (or similar governing body), ) of the Borrower and its Subsidiaries; (c) compensation arrangements for officers and other employees of the Borrower and its Subsidiaries, including, without limitation, transaction-specific director fees and retirement, health, stock option and other benefit plans and arrangements, provided that in the case of the officers and directors, a majority of the disinterested directors or a committee of the board of directors composed entirely of disinterested directors shall approve such transaction; (e) management, consulting, monitoring, transaction and advisory fees and related expenses payable to Yucaipa or one of its Affiliates in an aggregate amount in any Fiscal Year not in excess of the sum of (i) $1,000,000 in respect of annual management fees, plus (ii) any deferred fees (to the extent such fees were within such amount in clause (i) above originally), plus (iii) 1.0% of the value of transactions with respect to which Yucaipa or its Affiliates provides any transaction, advisory or other services, plus (iv) the amount of all reasonable out-of-pocket expenses related thereto and unpaid amounts accrued for prior periods, and (f) transactions Subsidiaries entered into in the ordinary course of business consistent business; (d) transactions described in Schedule 6.11; (e) the payment of transaction expenses in connection with past practices this Agreement; and (f) entering into, making payments pursuant to and otherwise performing an indemnification and contribution agreement in favor of any Person and each Person who is or becomes a director, officer, agent or employee of the Borrower or any of its Subsidiaries, in respect of liabilities (i) arising under the Securities Act, the Exchange Act and any other applicable securities laws or otherwise, in connection with Xxxxxxxxxx.xxxany offering of securities by the Borrower, (ii) incurred to third parties for any action or failure to act of the Borrower or any of its Subsidiaries, predecessors or successors, (iii) arising out of the fact that any indemnitee was or is a director, officer, agent or employee of the Borrower or any of its Subsidiaries, or is or was serving at the request of any such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise or (iv) to the fullest extent permitted by Delaware or other applicable state law, arising out of any breach or alleged breach by such indemnitee of his or her fiduciary duty as a director or officer of the Borrower or any of its Subsidiaries.

Transactions with Shareholders and Affiliates. No Credit Party shallHoldings shall not, nor and shall it 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 shareholder owning more than holder of 5% or more of the common stock any class of the Borrower, equity Securities of Holdings or with any Affiliate of the Borrower Holdings or of any such Subsidiaries holder, on terms that are less favorable to the Borrower Holdings or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person Persons who is are not such a shareholder holder or Affiliate; provided, provided that the foregoing restriction shall not apply to (ai) any transaction between the Borrower Holdings and any Guarantor of its Subsidiaries or between Guarantors; (b) any transaction between Subsidiaries that are not Guarantors, (c) any transaction permitted by Section 6.8(a), (d) reasonable or customary indemnification and compensation arrangements for members of the board of directors (or similar governing body), officers and other employees of the Borrower and its Subsidiaries, including, without limitation, transaction-specific director fees and retirement, health, stock option and other benefit plans and arrangements, provided that in the case of the officers and directors, a majority of the disinterested directors or a committee of the board of directors composed entirely of disinterested directors shall approve such transaction; (e) management, consulting, monitoring, transaction and advisory fees and related expenses payable to Yucaipa or one of its Affiliates in an aggregate amount in any Fiscal Year not in excess of the sum of (i) $1,000,000 in respect of annual management fees, plus (ii) any deferred fees (payment from Company to Holdings and the extent such fees were within such amount in clause (i) above originally)General Partner expressly permitted under subsection 7.5 and any payment by Holdings permitted under subsection 7.5, plus (iii) 1.0% of the value of transactions with respect to which Yucaipa or its Affiliates provides any transactionpayments permitted under Section 7.15, advisory or other services, plus (iv) any employment agreement entered into by Holdings or any of its Subsidiaries in the amount ordinary course of all reasonable out-of-pocket expenses related thereto business, (v) any issuance of Common Units or Preferred Units or Series B Preferred Units or Qualified Preferred Units in connection with employment arrangements, stock options and unpaid amounts accrued for prior periods, and (f) transactions stock ownership plans of Holdings or any of its Subsidiaries entered into in the ordinary course of business consistent with past practices with Xxxxxxxxxx.xxxand the performance of obligations thereunder, (vi) performance of obligations under the Recapitalization Agreement, (vii) performance of obligations under the Related Agreements, (viii) customary indemnities paid to the directors of the Boards of Directors or the managers of the Board of Managers, as the case may be, of Holdings and 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 be, of Holdings and its Subsidiaries in an aggregate amount not to exceed $1,000,000 in any calendar year, (x) the transactions under the Third Priority Term Loan Documents and (xi) transactions described in Schedule 7.11 annexed hereto.

Transactions with Shareholders and Affiliates. No Credit Party shallEach Borrower shall not, nor and shall it not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist do any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any shareholder owning more than 5% of the common stock of the Borrower, following: (a) make any Investment in an Affiliate of the Borrower or such Subsidiaries on terms that are less favorable to the Borrower or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who Parent which Affiliate is not such a shareholder or Affiliate; provided, that the foregoing restriction shall not apply to (a) any transaction between the Borrower and any Guarantor or between GuarantorsBorrower; (b) transfer, sell, lease, assign or otherwise dispose of any transaction between Subsidiaries that are asset to any Affiliate of the Parent which is not Guarantors, a Borrower; (c) merge into or consolidate with or purchase, exchange, lease or otherwise acquire assets from any transaction permitted by Section 6.8(a)Affiliate of the Parent, other than a Borrower; (d) reasonable or customary indemnification and compensation arrangements for members repay any Indebtedness to any Affiliate of the board Parent, other than a Borrower; or (e) enter into any other transaction directly or indirectly with or for the benefit of directors (or similar governing body), officers and other employees any Affiliate of the Parent which is not a Borrower (including guaranties and its Subsidiariesassumptions of obligations of any such Affiliate) except, including, without limitation, transaction-specific director fees and retirement, health, stock option and other benefit plans and arrangements, provided that in the case of the officers and directors, a majority of the disinterested directors or a committee of the board of directors composed entirely of disinterested directors shall approve such transaction; clause (e) management), consulting, monitoring, transaction and advisory fees and related expenses payable to Yucaipa or one of its Affiliates in an aggregate amount in any Fiscal Year not in excess of the sum of for (i) $1,000,000 in respect salaries and other bona fide employee compensation to officers of annual management feesthe Parent or any of its Subsidiaries, plus (ii) any deferred stock options and stock issuance agreements involving only issuance of Stock of the Parent, (iii) reasonable and customary fees paid to and indemnification of members of the Boards of Directors of the Borrowers, (iv) amounts paid by the Parent or SC to Brentwood Private Equity LLP in accordance with the Administrative Services Agreement to the extent such fees were within such amount permitted under Section 7.4, (v) amounts paid to DLJ or its Affiliates under that certain engagement letter, dated May 10, 1999, between DLJ and the Parent; (vi) amounts paid to Bank of America (for the account of Brentwood) under the BofA L/C Facility in reimbursement of amounts actually paid by Brentwood to Bank of America under Brentwood's 100% participation interest in the BofA L/C Facility upon the occurrence of an "Event of Default" thereunder; (vii) loans or advances permitted under clause (i) above originally), plus (iii) 1.0% or (v) of Section 7.7; and (viii) any Restricted Junior Payment permitted pursuant to clause (a) of the value proviso to Section 7.4. Each Borrower shall not amend, 111 121 modify or waive any provision of transactions with respect to which Yucaipa or its Affiliates provides any transaction, advisory or other services, plus (iv) the amount Administrative Services Agreement without the prior written consent of all reasonable out-of-pocket expenses related thereto and unpaid amounts accrued for prior periods, and (f) transactions in the ordinary course of business consistent with past practices with Xxxxxxxxxx.xxxAgent.

Transactions with Shareholders and Affiliates. No Credit Party shallChipPAC shall not, nor and shall it 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 shareholder owning more than holder of 5% or more of the common stock any class of the Borrower, equity Securities of ChipPAC or such Subsidiary or with any Affiliate of the Borrower ChipPAC or of any such Subsidiaries Subsidiary or holder involving consideration in excess of $1,500,000, on terms that are less favorable to the Borrower ChipPAC or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person Persons who is are not such a shareholder holder or Affiliate; provided, provided that the foregoing restriction -------- shall not apply to (ai) any transaction transactions between the Borrower ChipPAC and any Guarantor Subsidiary or between GuarantorsSubsidiaries; (b) any transaction between Subsidiaries that are not Guarantors, (c) any transaction permitted by Section 6.8(a), (dii) reasonable or and customary indemnification and compensation arrangements for fees paid to members of the board boards of directors (or similar governing body), officers and other employees of the Borrower ChipPAC and its Subsidiaries, including, without limitation, transaction-specific director fees and retirement, health, stock option and other benefit plans and arrangements, provided that in the case of the officers and directors, a majority of the disinterested directors or a committee of the board of directors composed entirely of disinterested directors shall approve such transaction; (e) management, consulting, monitoring, transaction and advisory fees and related expenses payable to Yucaipa or one of its Affiliates in an aggregate amount in any Fiscal Year not in excess of the sum of (i) $1,000,000 in respect of annual management fees, plus (ii) any deferred fees (to the extent such fees were within such amount in clause (i) above originally), plus (iii) 1.0% of management and one- time transaction (acquisitions, divestitures and financings) fees paid by ChipPAC pursuant to the value of transactions with respect to which Yucaipa or its Affiliates provides any transaction, advisory or other servicesSponsor Advisory Services Agreements, plus (iv) the amount of all reasonable ---- out-of-pocket expenses related thereto; provided, in no event shall any -------- management fees be paid (but may accrue) under the Sponsor Advisory Services Agreements at any time an Event of Default under any of subsection 8.1, 8.6, or 8.7 has occurred and is continuing; (iv) loans and advances permitted to be made under subsections 7.3(vi) or (ix); (v) Restricted Payments permitted to be made under subsection 7.5; (vi) issuance of capital stock and/or grants of stock 110 options to any Affiliates, including employees and consultants of ChipPAC pursuant to employment or consulting arrangements; (vii) employment and consulting arrangements entered into in the ordinary course of business; (viii) the Recapitalization Transactions (including performance under the terms of the Transaction Documents); (ix) any agreement with ChipPAC or any Subsidiary as in effect on the Closing Date or any amendment or replacement thereto and unpaid amounts accrued for prior periods, or any transaction contemplated thereby (including pursuant to any amendment or replacement thereto) so long as any amendment or replacement agreement is not more disadvantageous to ChipPAC or such Subsidiary in any material respect than the original agreement as in effect on the Closing Date; and (fx) transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods or services, in each case in the ordinary course of business consistent (including, without limitation, pursuant to joint venture agreements) and otherwise in compliance with past practices with Xxxxxxxxxx.xxxthe terms of this Agreement which are fair to ChipPAC and its Subsidiaries, in the reasonable determination of the applicable board of directors or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party.

Transactions with Shareholders and Affiliates. No Credit Note Party shall, nor shall it 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 shareholder owning more than holder of 5% or more of the common stock any class of the Borrower, Capital Stock of Company or any of its Subsidiaries (or any Affiliate of such holder) or with any Affiliate of Company or of any such holder; provided, however, that the Borrower Note Parties and their Subsidiaries may enter into or permit to exist any such Subsidiaries on transaction if both (i) Requisite Purchasers have consented thereto in writing prior to the consummation thereof and (ii) the terms that of such transaction are not less favorable to the Borrower Company or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a shareholder holder or Affiliate; further; provided, that the foregoing restriction restrictions shall not apply to (a) any transaction between the Borrower among Company and any Wholly-Owned Guarantor Subsidiary or between Guarantorsany of them; (b) reasonable and customary fees paid to members of the Board of Directors of Company or any transaction between Subsidiaries that are not Guarantors, of its Subsidiaries; (c) any transaction permitted by Section 6.8(a), (d) reasonable or and customary indemnification and compensation arrangements for members of the board of directors (or similar governing body), officers and other employees of the Borrower and its Subsidiaries, including, without limitation, transaction-specific director fees and retirement, health, stock option and other benefit plans and arrangements, provided that in the case of the officers and directors, a majority of the disinterested directors Company or a committee of the board of directors composed entirely of disinterested directors shall approve such transaction; (e) management, consulting, monitoring, transaction and advisory fees and related expenses payable to Yucaipa or one any of its Affiliates in an aggregate amount in any Fiscal Year not in excess of the sum of (i) $1,000,000 in respect of annual management fees, plus (ii) any deferred fees (to the extent such fees were within such amount in clause (i) above originally), plus (iii) 1.0% of the value of transactions with respect to which Yucaipa or its Affiliates provides any transaction, advisory or other services, plus (iv) the amount of all reasonable out-of-pocket expenses related thereto and unpaid amounts accrued for prior periods, and (f) transactions Subsidiaries entered into in the ordinary course of business business; (d) transactions described in Schedule 6.12; (e) the issuance of the Warrants and the exercise of any and all related rights by the Warrant Holder in connection therewith; and (f) any transaction under the Managed Company Documents, to the extent that Requisite Purchasers approved the terms of such Managed Company Documents and such Managed Company Documents are consistent with past practices of the Note Parties. Company shall disclose in writing each transaction with Xxxxxxxxxx.xxxany holder of 5% or more of any class of Capital Stock of Company or any of its Subsidiaries or with any Affiliate of Company or of any such holder to Purchasers.

Transactions with Shareholders and Affiliates. No Credit Party shallExcept for the transactions listed on Schedule 7.3(G), neither the Borrower nor shall it permit any of its Subsidiaries to, shall directly or indirectly, 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 shareholder owning more than 5% holder or holders of any of the common stock Equity Interests of the Borrower, or with any Affiliate of the Borrower or such Subsidiaries which is not its Subsidiary, on terms that are less favorable to the Borrower or that Subsidiaryany of its Subsidiaries, as the case may beapplicable, than those that might be obtained in an arm's length transaction at the time from a Person Persons who is are not such a shareholder holder or Affiliate, except for Restricted Payments permitted by Section 7.3(E); provided, however, that the foregoing restriction restrictions shall not apply to (ai) payment of the Blackstone Monitoring Fees, so long as such fees do not exceed $1,000,000 during any transaction between twelve month period and the payment thereof complies with Section 7.3(E), (ii) fees related to the transactions contemplated herein that are payable on the Closing Date, (iii) the indemnification of the directors of the Parent, the Borrower and any Guarantor or between Guarantors; (b) any transaction between their respective Subsidiaries that are not Guarantorsin accordance with customary practice, (civ) any transaction permitted by loans or advances to employees in accordance with Section 6.8(a7.3(D), (dv) reasonable or customary indemnification and compensation arrangements for members of the board of directors (or similar governing body), officers and other employees any employment agreement entered into by any of the Borrower and or any of its SubsidiariesSubsidiaries in the ordinary course of business, (vi) payments by the Parent, the Borrower or any of their respective Subsidiaries to a Blackstone Affiliate made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, transaction-specific director fees in connection with acquisitions or divestitures; provided, however, that, with respect to this clause (vi), the aggregate of such payments shall not exceed $3,000,000 at any time, and retirement(vii) any issuance of securities, healthor other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option options and other benefit stock ownership plans and arrangements, provided that in the case of the officers and directors, a majority of the disinterested directors or a committee of approved by the board of directors composed entirely of disinterested directors shall approve such transaction; (e) management, consulting, monitoring, transaction and advisory fees and related expenses payable to Yucaipa or one of its Affiliates in an aggregate amount in any Fiscal Year not in excess of the sum of (i) $1,000,000 in respect of annual management fees, plus (ii) any deferred fees (to the extent such fees were within such amount in clause (i) above originally), plus (iii) 1.0% of the value of transactions with respect to which Yucaipa or its Affiliates provides any transaction, advisory or other services, plus (iv) the amount of all reasonable out-of-pocket expenses related thereto and unpaid amounts accrued for prior periods, and (f) transactions in the ordinary course of business consistent with past practices with Xxxxxxxxxx.xxxParent.

Transactions with Shareholders and Affiliates. No Credit Party shallBorrower shall not, nor shall 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 shareholder owning more than 5% of the common stock of the Borrower, Affiliate of any Credit Party; provided, however, that the Borrower and the Restricted Subsidiaries may enter into or permit to exist any such Subsidiaries on transaction if the terms that of such transaction are not, taken as a whole, less favorable in any material respect to the Borrower or that any Restricted Subsidiary, as the case may be, than those that might be obtained at the time in a comparable arm’s length transaction from a Person who is not such a shareholder or an Affiliate; provided, further, that the foregoing restriction restrictions shall not apply to (a) (i) any transaction between the Borrower Credit Parties (other than Borrower) and any Guarantor (ii) transactions between or between Guarantorsamong Restricted Subsidiaries that are not Credit Parties; (b) transactions, arrangements, fees reimbursements and indemnities specifically and expressly permitted between or among such parties under this Agreement or any transaction between Subsidiaries that are not Guarantors, other Credit Document; (c) any transaction permitted by Section 6.8(a), (d) reasonable or customary indemnification and compensation arrangements for members of the board of directors (or similar governing body), officers and other employees of the Borrower each Credit Party (other than Borrower) and its Subsidiaries, including, without limitation, transaction-specific director fees and retirement, health, stock option and other benefit plans and arrangements, provided that in the case of the officers and directors, a majority of the disinterested directors or a committee of the board of directors composed entirely of disinterested directors shall approve such transaction; (e) management, consulting, monitoring, transaction and advisory fees and related expenses payable to Yucaipa or one of its Affiliates in an aggregate amount in any Fiscal Year not in excess of the sum of (i) $1,000,000 in respect of annual management fees, plus (ii) any deferred fees (to the extent such fees were within such amount in clause (i) above originally), plus (iii) 1.0% of the value of transactions with respect to which Yucaipa or its Affiliates provides any transaction, advisory or other services, plus (iv) the amount of all reasonable out-of-pocket expenses related thereto and unpaid amounts accrued for prior periods, and (f) transactions Restricted Subsidiaries entered into in the ordinary course of business consistent with past practices with Xxxxxxxxxx.xxxbusiness; (d) Restricted Payments and Restricted Debt Payments permitted by Section 6.05(a) or (b), (e) Investments permitted by Section 6.07; (f) Permitted Stock Issuances; (g) the existence of, and the performance by any Credit Party of its obligations under the terms of, any Organizational Document or security holders agreement (including any purchase agreement related thereto and the Warrant) to which it is a party on the Closing Date and set forth on Schedule 6.12; (h) payments under the TCP Director Agreement to the extent permitted under the TCP Subordination Agreement in an amount not to exceed the lesser of (1) $1,500,000 per annum and (2) the amount otherwise permitted to be paid under the TCP Director Agreement; (i) guarantees permitted by Section 6.01, and (j) the PSD Guarantee.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall 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) involving aggregate consideration in excess of $75,000,000 with any shareholder owning holder of five percent (5%) or more than 5% of the common stock any class of the Borrower, Capital Stock of Company or any of its Restricted Subsidiaries or with any Affiliate of the Borrower Company or of any such Subsidiaries holder, on terms that are less favorable to the Borrower Company or that Restricted Subsidiary, as the case may be, than those that might be obtained at arm’s length at the time from a Person who is not such a shareholder holder or Affiliate; provided, that the foregoing restriction shall not apply to (a) any transactions among Subsidiary Guarantors or any transaction between the Borrower and any Guarantor or between Guarantorswith subsidiaries in connection with a Permitted Debt Refinancing; (b) any transaction between Subsidiaries that are not Guarantors, (c) any transaction permitted by Section 6.8(a), (d) 121 reasonable or and customary indemnification and compensation arrangements for fees paid to members of the board of directors (or similar governing body)) of Company and its Restricted Subsidiaries; (c) ordinary course compensation, benefits, retirement and severance arrangements for officers and other employees of the Borrower Company and its Restricted Subsidiaries, including, without limitation, transaction-specific director fees and retirement, health, stock option ; (d) issuances of Capital Stock to officers and other benefit plans and arrangements, provided that in the case employees of the officers and directors, a majority of the disinterested directors or a committee of the board of directors composed entirely of disinterested directors shall approve such transactionCompany; (e) management, consulting, monitoring, transaction 23A Transactions and advisory fees and other transactions in connection with or related expenses payable to Yucaipa Bank Activities or one of its Affiliates in an aggregate amount in any Fiscal Year not in excess of the sum of (i) $1,000,000 in respect of annual management fees, plus (ii) any deferred fees (to the extent such fees were within such amount in clause (i) above originally), plus (iii) 1.0% of the value of transactions with respect to which Yucaipa are otherwise required by applicable law or its Affiliates provides any transaction, advisory or other services, plus (iv) the amount of all reasonable out-of-pocket expenses related thereto and unpaid amounts accrued for prior periods, and regulation; (f) transactions in the Ordinary Course of Business, including transactions relating to ordinary course cash management and working capital funding arrangements, tax arrangements, and provision of business overhead expenses, securitizations, conduit facilities and other similar transactions, and transactions related to Portfolio Assets that do not constitute Asset Sales; (g) Restricted Junior Payments paid in Cash permitted by Section 6.4; (h) Investments permitted under clause (c), (d) (and corresponding Indebtedness permitted under Section 6.1(c)), (e), (h), (j), (o) and (q) of Section 6.6; (i) transactions (other than Investments in, Indebtedness or Asset Sales to or from) involving Care Investment Trust, Inc.; (j) transactions between and among Restricted Subsidiaries (excluding CIT Funding) that are subsidiaries of the Subsidiary Guarantors; (k) any accommodation lease arrangements arising from cross-border leasing transactions with a subsidiary that is not a Credit Party entered into in the Ordinary Course of Business; (l) transactions among the Company and its Restricted Subsidiaries permitted by Section 6.8; (m) ordinary course transactions between an owner trust, its Owner-Trustee and the beneficiary of the owner trust, solely to the extent such transactions relate to the operation and governance of the owner trust; (n) any issuance of Capital Stock (other than Disqualified Capital Stock) of the Company to Affiliates of the Company (other than Guarantors and their subsidiaries); (o) transactions with Affiliates in connection with workouts, foreclosures or in connection with the compromise, resolution or full or partial satisfaction of obligations of trade creditors or customers in the Ordinary Course of Business; and (p) (i) customary subordinated loan transactions (whether term or revolving) with finance subsidiaries that are Special Purpose Vehicles or other subsidiaries in connection with securitizations, conduits or like transactions related to Ordinary Course of Business to enable such Special Purpose Vehicles or such other subsidiaries to acquire Portfolio Assets to be transferred to such entities under such transactions; and (ii) customary limited guaranties of obligations of finance subsidiaries that are Special Purpose Vehicles or other subsidiaries in connection with securitizations, conduits or like transactions related to Ordinary Course of Business (including, without limitation, to the extent applicable, performance guaranties (other than payment obligations with respect to the underlying Indebtedness that exceed 10% of the amount of the Indebtedness) and guaranties consistent with past practices the delivery of a “true sale”/“absolute transfer” opinion with Xxxxxxxxxx.xxxrespect to any transfer by the Company or any Guarantor to the applicable financing Special Purpose Vehicle, Restricted Subsidiary or other subsidiary. Except as disclosed in public filings, Company shall disclose in writing each material transaction with any holder of five percent (5%) or more of any class of Capital Stock of Company or any of its Restricted Subsidiaries or with any Affiliate of Company (other than Special Purpose Vehicles of the Company) or of any such holder to Administrative Agent other than Ordinary Course of Business.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it 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 shareholder owning more than 5% of the common stock of the Borrower, Affiliate of the Borrower Holdings or such Subsidiaries any of its Subsidiaries, on terms that are less favorable to the Borrower such Credit Party or that Subsidiary, as the case may be, than those that might reasonably be obtained at the time from a Person who is not such a shareholder or an Affiliate; provided, that provided the foregoing restriction shall not apply to (a) any transaction between the Borrower and any or among Company and/or one or more Guarantor or between GuarantorsSubsidiaries; (b) any transaction between reasonable and customary fees and reimbursements paid to members of the Board of Directors of Holdings and its Subsidiaries; (c) compensation 133 arrangements for officers, consultants and employees of Holdings and its Subsidiaries that are not Guarantorsentered into in the ordinary course of business; (d) the payment of the closing fee on the Closing Date and, so long as no Event of Default exists, management fees to Sponsors and their Affiliates pursuant to the Management Agreement; (e) Investments permitted by Section 6.7(d), (e), (f), (h), (i) or (j); (f) Restricted Junior Payments permitted by Sections 6.5(b), (c) any transaction permitted by Section 6.8(a), (d) and (e); (g) the transactions set forth on Schedule 6.10 (and renewals and replacements thereof on terms, in each case taken as a whole, not materially more disadvantageous to the applicable Credit Party or Subsidiary, as the case may be); (h) payments to Sponsors or any of their respective Affiliates of reasonable or customary indemnification and compensation arrangements for members expenses incurred in connection with services provided by such Persons to any of the board of directors (Credit Parties or similar governing body), officers their Subsidiaries; and other employees of the Borrower and its Subsidiaries, including, without limitation, transaction-specific director fees and retirement, health, stock option and other benefit plans and arrangements, provided that in the case of the officers and directors, a majority of the disinterested directors or a committee of the board of directors composed entirely of disinterested directors shall approve such transaction; (e) management, consulting, monitoring, transaction and advisory fees and related expenses payable to Yucaipa or one of its Affiliates in an aggregate amount in any Fiscal Year not in excess of the sum of (i) $1,000,000 in respect of annual management fees, plus (ii) any deferred fees (to the extent such fees were within such amount in clause (i) above originallytransactions permitted by Section 6.1(b), plus (iii6.1(g), 6.9(a), 6.9(b), 6.9(c) 1.0% of the value of transactions with respect to which Yucaipa or its Affiliates provides any transaction, advisory or other services, plus (iv) the amount of all reasonable out-of-pocket expenses related thereto and unpaid amounts accrued for prior periods, and (f) transactions in the ordinary course of business consistent with past practices with Xxxxxxxxxx.xxx6.9(d).

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it 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 shareholder owning more than holder of 5% or more of the common stock any class of the Borrower, Capital Stock of Holdings or any of its Subsidiaries (or any Affiliate of such holder) or with any Affiliate of Holdings or of any such holder; provided, however, that the Borrower Credit Parties and their Subsidiaries may enter into or permit to exist any such Subsidiaries on transaction if both (i) Administrative Agent has consented thereto in writing prior to the consummation thereof and (ii) the terms that of such transaction are not less favorable to the Borrower Holdings or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a shareholder holder or Affiliate; further, provided, that the foregoing restriction restrictions shall not apply to (a) any transaction between the Borrower Company and any Guarantor Subsidiary (except that unless and until the Vertex NV Ring Fence Termination Date has occurred, Vertex Refining NV shall not enter into any transaction with Holdings or between Guarantorsits other Subsidiaries unless such transaction is subject to and in accordance with a master shared services agreement approved in writing by the Administrative Agent or otherwise approved in writing by the Administrative Agent); (b) any transaction between Subsidiaries that are not Guarantors, (c) any transaction permitted by Section 6.8(a), (d) reasonable or and customary indemnification and compensation arrangements for fees paid to members of the board of directors (or similar governing body), ) of Holdings and its Subsidiaries; (c) compensation arrangements for officers and other employees of the Borrower Holdings and its Subsidiaries, including, without limitation, transaction-specific director fees and retirement, health, stock option and other benefit plans and arrangements, provided that Subsidiaries entered into in the case ordinary course of business; (d) transactions under and in accordance with the officers and directors, a majority of the disinterested directors or a committee of the board of directors composed entirely of disinterested directors shall approve such transactionVertex OH Shared Services Agreement; (e) managementthe purchase by Xxxxxxxx Xxxx Xxxxxx, consulting, monitoring, transaction and advisory fees and related expenses payable to Yucaipa or one of its Affiliates in an aggregate amount in any Fiscal Year not in excess trustee of the sum Xxxxxxxx Xxxx Xxxxxx 2012 GRAT U/A dated April 17, 2012 and by Xxxxxxx X. Xxxxxx, trustee of the Xxxxxxx X. Xxxxxx 2012 GRAT U/A dated April 17, 2012 (icollectively, the "Xxxxxx GRATs") of $1,000,000 in respect 1,500,000 of annual management fees, plus (ii) any deferred fees (Capital Stock on or about the First Amendment Effective Date and the issuance by Holdings of warrants to the extent such fees were within such amount Xxxxxx GRATs in clause (i) above originally)connection therewith, plus (iii) 1.0% the proceeds of the value of transactions with respect which shall be contributed by Holdings to which Yucaipa or its Affiliates provides any transaction, advisory or other services, plus (iv) the amount of all reasonable out-of-pocket expenses related thereto and unpaid amounts accrued for prior periods, Vertex Refining OH and (f) transactions described in the ordinary course Schedule 6.12. Company shall disclose in writing each transaction with any holder of business consistent 5% or more of any class of Capital Stock of Holdings or any of its Subsidiaries or with past practices with Xxxxxxxxxx.xxxany Affiliate of Holdings or of any such holder to Administrative Agent.

Transactions with Shareholders and Affiliates. No Credit Party shallHoldings shall not, nor and shall it 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 shareholder owning more than holder of 5% or more of the common stock any class of the Borrower, equity Securities of Holdings or with any Affiliate of the Borrower Holdings or of any such Subsidiaries holder, on terms that are less favorable to the Borrower Holdings or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person Persons who is are not such a shareholder holder or Affiliate; provided, provided that the foregoing restriction shall not apply to (ai) any -------- transaction between the Borrower Holdings and any Guarantor of its Subsidiaries or between Guarantors; (b) any transaction between Subsidiaries that are not Guarantors, (c) any transaction permitted by Section 6.8(a), (d) reasonable or customary indemnification and compensation arrangements for members of the board of directors (or similar governing body), officers and other employees of the Borrower and its Subsidiaries, including, without limitation, transaction-specific director fees and retirement, health, stock option and other benefit plans and arrangements, provided that in the case of the officers and directors, a majority of the disinterested directors or a committee of the board of directors composed entirely of disinterested directors shall approve such transaction; (e) management, consulting, monitoring, transaction and advisory fees and related expenses payable to Yucaipa or one of its Affiliates in an aggregate amount in any Fiscal Year not in excess of the sum of (i) $1,000,000 in respect of annual management fees, plus (ii) any deferred fees (payment from Company to Holdings and the extent such fees were within such amount in clause (i) above originally)General Partner expressly permitted under subsection 7.5 and any payment by Holdings permitted under subsection 7.5, plus (iii) 1.0% the payment of Xxxx Management Fees under the value of transactions with respect to which Yucaipa or its Affiliates provides any transactionXxxx Advisory Services Agreement, advisory or other services, plus (iv) any employment agreement entered into by Holdings or any of its Subsidiaries in the amount ordinary course of all reasonable out-of-pocket expenses related thereto business, (v) any issuance of Common Units or Preferred Units or Series B Preferred Units or Qualified Preferred Units in connection with employment arrangements, stock options and unpaid amounts accrued for prior periods, and (f) transactions stock ownership plans of Holdings or any of its Subsidiaries entered into in the ordinary course of business consistent with past practices with Xxxxxxxxxx.xxxand the performance of obligations thereunder, (vi) performance of obligations under the Recapitalization Agreement, (vii) performance of obligations under the Related Agreements, (viii) reasonable and customary fees, expenses and indemnities paid to members of the Boards of Directors or Board of Managers, as the case may be, of Holdings and its Subsidiaries and (ix) transactions described in Schedule 7.11 annexed ------------- hereto.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it 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 shareholder owning more than 5% of the common stock of the Borrower, Affiliate of the Borrower or such Subsidiaries on terms that are less favorable to the Borrower or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a shareholder holder or AffiliateAffiliate as determined in good faith by the disinterested members of the Board of Directors of the Borrower; provided, that the foregoing restriction shall not apply to (a) any transaction between the Borrower and any Guarantor or between Subsidiary (other than Real Estate Guarantors); (b) any transaction between Subsidiaries that are not Guarantors, (c) any transaction permitted by Section 6.8(a), (d) reasonable or and customary indemnification and compensation arrangements for fees paid to members of the board of directors (or similar governing body), ) of Borrower and its Subsidiaries; (c) compensation arrangements for officers and other employees of the Borrower and its Subsidiaries, including, without limitation, transaction-specific director fees and retirement, health, stock option and other benefit plans and arrangements, provided that Subsidiaries entered into in the case ordinary course of business; (d) the officers provision of officers’ and directors, a majority of the disinterested directors or a committee of the board of directors composed entirely of disinterested directors shall approve such transaction; (e) management, consulting, monitoring, transaction ’ indemnification and advisory fees and related expenses payable to Yucaipa or one of its Affiliates in an aggregate amount in any Fiscal Year not in excess of the sum of (i) $1,000,000 in respect of annual management fees, plus (ii) any deferred fees (to the extent such fees were within such amount in clause (i) above originally), plus (iii) 1.0% of the value of transactions with respect to which Yucaipa or its Affiliates provides any transaction, advisory or other services, plus (iv) the amount of all reasonable out-of-pocket expenses related thereto and unpaid amounts accrued for prior periods, and (f) transactions insurance in the ordinary course of business consistent to the extent permitted by applicable law; (e) transactions described in Schedule 6.10; (f) Indebtedness may be incurred to the extent permitted by Section 6.1(c)(i), Section 6.1(n)(i), Section 6.1(n)(ii) and Section 6.1(p) ; (g) Investments may be made to the extent permitted by Section 6.6(i); (h) sublease agreements between Real Estate Guarantors and any of the Credit Parties that operate a retail store, warehouse, distribution center or other business on any Leasehold Property; (i) any Investment by a Restricted Sponsor Affiliates in (A) the Equity Interests of the Borrower (that are not Disqualified Equity Interests) and (B) debt Securities (that are not Disqualified Equity Interests) that are otherwise permitted to be issued by Borrower in connection with past practices with Xxxxxxxxxx.xxxIndebtedness permitted to be incurred under Section 6.1(o) and (j) Indebtedness owed to Restricted Sponsor Affiliate pursuant to this Agreement and/or the First Lien Credit Agreement.

Transactions with Shareholders and Affiliates. No Credit Party shall, Neither the Borrower nor shall it permit any of its Subsidiaries to, shall directly or indirectly, 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 shareholder owning holder or holders of more than five percent (5% %) of any class of equity Securities of the common stock of Borrower or the BorrowerParent, or with any Affiliate of the Borrower or such Subsidiaries which is not its Subsidiary, on terms that are less favorable to the Borrower or that Subsidiaryany of its Subsidiaries, as the case may beapplicable, than those that might be obtained in an arm's length transaction at the time from a Person Persons who is are not such a shareholder holder or Affiliate; provided, that the foregoing restriction . Nothing contained in this SECTION 8.08 shall not apply to prohibit (ai) any transaction expressly permitted by SECTIONS 8.01, 8.05 or 8.06; (ii) increases in compensation and benefits for officers and employees of the Borrower or any of its Subsidiaries which are customary in the industry or consistent with the past business practice of the Borrower or such Subsidiary, PROVIDED, that no Event of Default or Potential Event of Default has occurred and is continuing; (iii) payment of customary directors' fees and indemnities; (iv) performance of any obligations arising under the Transaction Documents; or (v) transactions between the Borrower and any Guarantor the Parent or between Guarantors; (b) any transaction between Subsidiaries that are not Guarantors, (c) any transaction permitted by Section 6.8(a), (d) reasonable or customary indemnification and compensation arrangements for members of the board of directors (or similar governing body), officers and other employees of the Borrower and any of its Subsidiaries, including, without limitation, transaction-specific director fees and retirement, health, stock option and other benefit plans and arrangements, provided PROVIDED that in the case no Event of the officers and directors, a majority Default or Potential Event of the disinterested directors or a committee of the board of directors composed entirely of disinterested directors shall approve such transaction; (e) management, consulting, monitoring, transaction and advisory fees and related expenses payable to Yucaipa or one of its Affiliates in an aggregate amount in any Fiscal Year not in excess of the sum of (i) $1,000,000 in respect of annual management fees, plus (ii) any deferred fees (to the extent such fees were within such amount in clause (i) above originally), plus (iii) 1.0% of the value of transactions with respect to which Yucaipa or its Affiliates provides any transaction, advisory or other services, plus (iv) the amount of all reasonable out-of-pocket expenses related thereto and unpaid amounts accrued for prior periods, and (f) transactions in the ordinary course of business consistent with past practices with Xxxxxxxxxx.xxxDefault results therefrom.

Transactions with Shareholders and Affiliates. No Credit Party shall141 ChipPAC shall not, nor and shall it 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 shareholder owning more than holder of 5% or more of the common stock any class of the Borrower, equity Securities of ChipPAC or such Subsidiary or with any Affiliate of the Borrower ChipPAC or of any such Subsidiaries Subsidiary or holder involving consideration in excess of $1,500,000, on terms that are less favorable to the Borrower ChipPAC or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person Persons who is are not such a shareholder holder or Affiliate; provided, provided that the foregoing restriction -------- shall not apply to (ai) any transaction transactions between the Borrower ChipPAC and any Guarantor Subsidiary or between GuarantorsSubsidiaries; (b) any transaction between Subsidiaries that are not Guarantors, (c) any transaction permitted by Section 6.8(a), (dii) reasonable or and customary indemnification and compensation arrangements for fees paid to members of the board boards of directors (or similar governing body), officers and other employees of the Borrower ChipPAC and its Subsidiaries, including, without limitation, transaction-specific director fees and retirement, health, stock option and other benefit plans and arrangements, provided that in the case of the officers and directors, a majority of the disinterested directors or a committee of the board of directors composed entirely of disinterested directors shall approve such transaction; (e) management, consulting, monitoring, transaction and advisory fees and related expenses payable to Yucaipa or one of its Affiliates in an aggregate amount in any Fiscal Year not in excess of the sum of (i) $1,000,000 in respect of annual management fees, plus (ii) any deferred fees (to the extent such fees were within such amount in clause (i) above originally), plus (iii) 1.0% of management and one- time transaction (acquisitions, divestitures and financings) fees paid by ChipPAC pursuant to the value of transactions with respect to which Yucaipa or its Affiliates provides any transaction, advisory or other servicesSponsor Advisory Services Agreements, plus (iv) the amount of all reasonable ---- out-of-pocket expenses related thereto; provided, in no event shall any -------- management fees be paid (but may accrue) under the Sponsor Advisory Services Agreements at any time an Event of Default under any of subsection 8.1, 8.6, or 8.7 has occurred and is continuing; (iv) loans and advances permitted to be made under subsections 7.3(vi) or (ix); (v) Restricted Payments permitted to be made under subsection 7.5; (vi) issuance of capital stock and/or grants of stock options to any Affiliates, including employees and consultants of ChipPAC pursuant to employment or consulting arrangements; (vii) employment and consulting arrangements entered into in the ordinary course of business; (viii) the Recapitalization Transactions (including performance under the terms of the Transaction Documents); (ix) the Purchase (including performance under the terms of the Purchase Transactions Documents); (x) any agreement with ChipPAC or any Subsidiary as in effect on the Restatement Effective Date or any amendment or replacement thereto and unpaid amounts accrued for prior periods, or any transaction contemplated thereby (including pursuant to any amendment or replacement thereto) so long as any amendment or replacement agreement is not more disadvantageous to ChipPAC or such Subsidiary in any material respect than the original agreement as in effect on the Restatement Effective Date; and (fxi) transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods or services, in each case in the ordinary course of business consistent (including, without limitation, pursuant to joint venture agreements) and otherwise in compliance with past practices with Xxxxxxxxxx.xxxthe terms of this Agreement which are fair to ChipPAC and its Subsidiaries, in the reasonable determination of the applicable board of directors or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party.

Transactions with Shareholders and Affiliates. No Credit Party Borrower shall, nor shall it 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 shareholder owning more than holder of 5% or more of the common stock any class of the Borrower, Capital Stock of Holdings or any of its Subsidiaries (or any Affiliate of such holder) or with any Affiliate of Holdings or of any such holder; provided, however, that the Borrower each Company may enter into or permit to exist any such Subsidiaries on transaction if both (i) Lender in its sole discretion has consented thereto in writing prior to the consummation thereof and (ii) the terms that of such transaction are not less favorable to the Borrower Borrowers or that such Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a shareholder holder or Affiliate; further, provided, that the foregoing restriction restrictions shall not apply to (a) any transaction between the Borrower Borrowers and any Guarantor permitted under the terms of this Agreement (except that unless and until the Vertex-NV Ring Fence Termination Date has occurred, Vertex-NV shall not enter into any transaction with Holdings or between Guarantorsits other Subsidiaries unless such transaction is subject to and in accordance with a master shared services agreement approved in writing by Lender or otherwise approved in writing by Lender); (b) any transaction between Subsidiaries that are not Guarantors, (c) any transaction permitted by Section 6.8(a), (d) reasonable or and customary indemnification and compensation arrangements for fees paid to members of the board of directors (or similar governing body), ) of Holdings and its Subsidiaries; (c) compensation arrangements for officers and other employees of the Borrower Holdings and its Subsidiaries, including, without limitation, transaction-specific director fees and retirement, health, stock option and other benefit plans and arrangements, provided that Subsidiaries entered into in the case ordinary course of business; (d) transactions under and in accordance with the officers and directors, a majority of the disinterested directors or a committee of the board of directors composed entirely of disinterested directors shall approve such transactionVertex OH Shared Services Agreement; (e) managementthe purchase by Xxxxxxxx Xxxx Xxxxxx, consulting, monitoring, transaction and advisory fees and related expenses payable to Yucaipa or one of its Affiliates in an aggregate amount in any Fiscal Year not in excess trustee of the sum Xxxxxxxx Xxxx Xxxxxx 2012 GRAT U/A dated April 17, 2012 and by Xxxxxxx X. Xxxxxx, trustee of the Xxxxxxx X. Xxxxxx 2012 GRAT U/A dated April 17, 2012 (icollectively, the “Xxxxxx GRATs”) of $1,000,000 in respect 1,500,000 of annual management fees, plus (ii) any deferred fees (Capital Stock on or about the First Amendment Effective Date and the issuance by Holdings of warrants to the extent such fees were within such amount Xxxxxx GRATs in clause (i) above originally)connection therewith, plus (iii) 1.0% the proceeds of the value of transactions with respect which shall be contributed by Holdings to which Yucaipa or its Affiliates provides any transaction, advisory or other services, plus (iv) the amount of all reasonable out-of-pocket expenses related thereto and unpaid amounts accrued for prior periodsVertex Refining OH, and (f) transactions described in the ordinary course Schedule 7.15. Borrowers shall disclose in writing each transaction with any holder of business consistent 5% or more of any class of Capital Stock of Holdings or any of its Subsidiaries or with past practices with Xxxxxxxxxx.xxxany Affiliate of Holdings or of any such holder to Lender.”

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall 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 shareholder owning more than 5% of the common stock of the Borrower, Affiliate of the Borrower or such Subsidiaries on terms that are materially less favorable favorable, taken as a whole (as determined in good faith by Borrower), to the Borrower or that Restricted Subsidiary, as the case may be, than those that might be obtained at the time from in an arm’’s length transaction with a Person who that is not such a shareholder or an Affiliate; provided, that the 117 foregoing restriction shall not apply to (a) (a) any transaction between the Borrower and any Guarantor or between Guarantorsor among Credit Parties or between or among Subsidiaries that are not Credit Parties; (b) any transaction between Subsidiaries that are not Guarantors, (b) customary fees and indemnifications paid to members of the Board of Directors of Borrower and its Restricted Subsidiaries; (c) any transaction permitted by Section 6.8(a), (dc) reasonable or customary indemnification and compensation arrangements for members of the board of directors (or similar governing body), officers and other employees of the Borrower and its Subsidiaries, including, without limitation, transaction-specific director fees and retirement, health, stock option and other benefit plans and arrangements, provided that in the case of the officers and directors, a majority of the disinterested directors or a committee of the board of directors composed entirely of disinterested directors shall approve such transaction; (e) management, consulting, monitoring, transaction and advisory fees and related expenses payable to Yucaipa or one of its Affiliates in an aggregate amount in any Fiscal Year not in excess of the sum of (i) $1,000,000 in respect of annual management fees, plus (ii) any deferred fees (to the extent such fees were within such amount in clause (i) above originally), plus (iii) 1.0% of the value of transactions with respect to which Yucaipa or its Affiliates provides any transaction, advisory or other services, plus (iv) the amount of all reasonable out-of-pocket expenses related thereto and unpaid amounts accrued for prior periods, and (f) transactions Restricted Subsidiaries entered into in the ordinary course of business consistent business; (d) (d) Restricted Junior Payments may be made to the extent permitted by Section 6.04; (e) (e) loans may be made and other transactions may be entered into by Borrower and its Restricted Subsidiaries to the extent permitted by Sections 6.01, 6.06 and 6.07; (f) (f) any transaction with past practices with Xxxxxxxxxx.xxxan Affiliate where the only consideration paid is Equity Interests of Borrower (other than Disqualified Equity Interests); and (g) (g) transactions described in Schedule 6.09.

Transactions with Shareholders and Affiliates. No Credit Party shallHoldings shall not, nor and shall it 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 shareholder owning more than holder of 5% or more of the common stock any class of the Borrower, equity Securities of Holdings or with any Affiliate of the Borrower Holdings or of any such Subsidiaries holder, on terms that are less favorable to the Borrower Holdings or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person Persons who is are not such a shareholder holder or Affiliate; provided, provided that the foregoing restriction shall not apply to (ai) any transaction between the Borrower Holdings and any Guarantor of its wholly owned Subsidiaries or between Guarantors; any of its wholly owned Subsidiaries, (bii) any transaction between Subsidiaries that are not Guarantorspayment from Borrower to Holdings expressly permitted under subsection 7.5, (ciii) any transaction permitted employment agreement entered into by Section 6.8(a)Holdings or any of its Subsidiaries in the ordinary course of business, (div) any issuance of capital stock of Holdings in connection with employment arrangements, stock options and stock ownership plans of Holdings or any of its Subsidiaries entered into in the ordinary course of business, (v) any of the Recapitalization Transactions (as defined in the 1998 Credit Agreement) or the Transaction, (vi) reasonable or and customary indemnification and compensation arrangements for fees paid to members of the board Boards of directors (or similar governing body), officers and other employees Directors of the Borrower Holdings and its Subsidiaries, including(vii) so long as no Event of Default under subsection 8.1, without limitation8.6 or 8.7 is then in existence or would result from the payment thereof, transaction-specific director fees and retirement, health, stock option and other benefit plans and arrangements(x) any payment by Holdings or any of its Subsidiaries of Bain Management Fees under the Bain Advisory Services Agreement as anx xxen due, provided that in the case if any sucx xxes cannot be paid as provided above as a result of the officers existence of such an Event of Default, such fees shall continue to accrue and directors, a majority shall be permitted to be paid at such time as all such Events of Default have been cured or waived and no other Event of Default is then in existence and (y) any prepayment by Holdings of the disinterested directors or a committee Bain Management Fees owing to Bain over the term of the board of directors composed entirely of disinterested directors shall approve such transaction; (e) management, consulting, monitoring, transaction and advisory fees and related expenses payable to Yucaipa or one of its Affiliates in an aggregate amount in any Fiscal Year not in excess of the sum of (i) $1,000,000 in respect of annual management fees, plus (ii) any deferred fees (Bain Advisory Xxxvices Agreement to the extent such fees were within such amount in clause extxxx permitted by subsectiox 0.5(vii)(y) and (iviii) above originally), plus (iii) 1.0% of the value of transactions with respect to which Yucaipa or its Affiliates provides any transaction, advisory or other services, plus (ivx) the amount reimbursement of all Bain for its reasonable out-of-pocket expenses related thereto under the Bain Advisorx Xxrvices Agreement incurred in connection with performixx xanagement services to Holdings and unpaid amounts accrued for prior periods, its Subsidiaries and (fy) transactions the payment to Bain and related Persons of reasonable amounts payable to them in resxxxx of Indemnified Liabilities (as such term is defined in the ordinary course Bain Advisory Services Agreement) in accordance with the terms and coxxxxions of business consistent with past practices with Xxxxxxxxxx.xxxthe Bain Advisory Services Agreement, except to the extent resulting from xxx gross negligence of Bain.

Transactions with Shareholders and Affiliates. No Credit Party shallHoldings shall not, nor and shall it 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 shareholder owning more than holder of 5% or more of the common stock any class of the Borrower, equity Securities of Holdings or with any Affiliate of the Borrower Holdings or of any such Subsidiaries holder, on terms that are less favorable to the Borrower Holdings or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person Persons who is are not such a shareholder holder or Affiliate; provided, provided that the foregoing restriction shall not apply to (ai) any -------- transaction between the Borrower Holdings and any Guarantor of its Subsidiaries or between Guarantors; (b) any transaction between Subsidiaries that are not Guarantors, (c) any transaction permitted by Section 6.8(a), (d) reasonable or customary indemnification and compensation arrangements for members of the board of directors (or similar governing body), officers and other employees of the Borrower and its Subsidiaries, including, without limitation, transaction-specific director fees and retirement, health, stock option and other benefit plans and arrangements, provided that in the case of the officers and directors, a majority of the disinterested directors or a committee of the board of directors composed entirely of disinterested directors shall approve such transaction; (e) management, consulting, monitoring, transaction and advisory fees and related expenses payable to Yucaipa or one of its Affiliates in an aggregate amount in any Fiscal Year not in excess of the sum of (i) $1,000,000 in respect of annual management fees, plus (ii) any deferred fees (payment from Company to Holdings and the extent such fees were within such amount in clause (i) above originally)General Partner expressly permitted under subsection 7.5 and any payment by Holdings permitted under subsection 7.5, plus (iii) 1.0% the payment of Xxxx Management Fees under the value of transactions with respect to which Yucaipa or its Affiliates provides any transactionXxxx Advisory Services Agreement, advisory or other services, plus (iv) any employment agreement entered into by Holdings or any of its Subsidiaries in the amount ordinary course of all reasonable out-of-pocket expenses related thereto business, (v) any issuance of Common Units or Preferred Units or Qualified Preferred Units in connection with employment arrangements, stock options and unpaid amounts accrued for prior periods, and (f) transactions stock ownership plans of Holdings or any of its Subsidiaries entered into in the ordinary course of business consistent and the performance of obligations thereunder, (vi) any of the Recapitalization Transactions, (vii) reasonable and customary fees, expenses and indemnities paid to members of the Boards of Directors or Board of Managers, as the case may be, of Holdings and its Subsidiaries, (viii) the performance of obligations under the Related Agreements, or (ix) transactions with past practices with Xxxxxxxxxx.xxxXxx Xxxxxxx; provided that any amounts received by Xxx Xxxxxxx -------- pursuant to this clause (ix) in excess of salary and other compensation contractually due to him from Company shall not exceed $50,000 in any Fiscal Year.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it 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 shareholder owning holder of 10% or more than 5% of the common stock any class of the Borrower, Capital Stock of Parent Borrower or any of its Subsidiaries or with any Affiliate of the Parent Borrower or of any such holder; provided that, the Credit Parties and their Subsidiaries on may enter into or permit to exist any such transaction if (i) in respect of any transaction involving aggregate annual revenues or aggregate annual expenses (whichever is greater) in excess of $1,000,000, the Requisite Lenders have consented to such transaction and (ii) the terms that of such transaction are not less favorable to the Parent Borrower or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a shareholder holder or Affiliate; provided, further, that the foregoing restriction restrictions shall not apply to (a) any transaction between the Parent Borrower and any Guarantor or between GuarantorsSubsidiary (other than RLJ Australia); (b) any transaction between Subsidiaries that are not Guarantors, (c) any transaction to the extent permitted by Section 6.8(a6.4(d)(i), (d) reasonable or and customary indemnification and compensation arrangements for fees paid to members of the board of directors (or similar governing body), ) of Parent Borrower and its Subsidiaries; (c) compensation arrangements for officers and other employees of the Parent Borrower and its Subsidiaries, including, without limitation, transaction-specific director fees and retirement, health, stock option and other benefit plans and arrangements, provided that Subsidiaries entered into in the case ordinary course of the officers and directors, a majority business; (d) ordinary course trade payables of the disinterested directors or a committee Parent Borrower and/or its Subsidiaries that are held by Affiliates of the board of directors composed entirely of disinterested directors shall approve such transactionParent Borrower from time to time; (e) managementto the extent permitted pursuant to Section 6.4(d), consulting, monitoring, transaction and advisory fees and related expenses payable to Yucaipa or one of its Affiliates in an aggregate amount not to exceed $350,000 in any Fiscal Year not in excess to pay the salaries, fees and expenses of the sum of (i) $1,000,000 in respect of annual management fees, plus (ii) any deferred fees (to the extent such fees were within such amount in clause (i) above originally), plus (iii) 1.0% of the value of transactions with respect to which Yucaipa or its Affiliates provides any transaction, advisory or other services, plus (iv) the amount of all reasonable out-of-pocket expenses related thereto and unpaid amounts accrued for prior periods, Parent Borrower; and (f) transactions described in Schedule 6.11; provided that, in addition to the ordinary course foregoing, any transaction (including any Permitted Service Agreement) between Parent Borrower or any Subsidiary of business consistent Parent Borrower, on the one hand, and any ACL Group member, on the other hand, shall only be entered into pursuant to a written agreement, which agreement shall be delivered to Administrative Agent prior to the effectiveness thereof. Parent Borrower shall disclose in writing each transaction with past practices any holder of 5% or more of any class of Capital Stock of Parent Borrower or any of its Subsidiaries or with Xxxxxxxxxx.xxxany Affiliate of Parent Borrower or of any such holder to Administrative Agent and the Lenders.

Transactions with Shareholders and Affiliates. No Credit Party shallExcept for the --------------------------------------------- transactions evidenced by the agreements set forth on Schedule 6.3(H) as such --------------- agreements are in effect as of the date hereof (or hereafter amended with the Agent's consent) and except as permitted pursuant to the provisions of Section ------- 6.3(F), nor no Borrower shall it permit directly or indirectly (i) except as otherwise ------ permitted by clause (ii) below, pay any management fees or other similar fees or compensation to any of its Subsidiaries toManagement or any other Affiliate of any Borrower or of Eos, directly other than (w) wages, salaries, bonuses and other employee benefits provided in the ordinary course of business under board approved policies, of employees who are also stockholders of any Borrower in the ordinary course and consistent with past practices, (x) payment of directors fees not to exceed $75,000 per fiscal year and directors' out-of-pocket costs and expenses, (y) the payment of up to $125,000 in any fiscal year and reimbursement of out-of-pocket expenses pursuant to the Management Agreement, and (z) payment of an advisors fee to EOS for services rendered thereby in respect to the ICI Stock Acquisition; provided, however, -------- ------- that no amounts described in clauses (y) and (z) above shall be permitted if either a Default or indirectlyan Unmatured Default shall have occurred and be continuing at such time or as a result thereof, 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, but other than the rendering of services pursuant to ordinary course employment relationships) with any shareholder owning more than 5% of the common stock of the Borrower, Management or any Affiliate of the Borrower or such Subsidiaries Eos, on terms that are less favorable to the applicable Borrower or that Subsidiary, as the case may be, than those that might be obtained in an arm's length transaction at the time from a Person Persons who is are not such a shareholder or Affiliate; provided, that the foregoing restriction shall not apply to an Affiliate (a) any transaction between the Borrower and any Guarantor or between Guarantors; (b) any transaction between Subsidiaries that are not Guarantors, (c) any transaction permitted as determined in good faith by Section 6.8(asuch Borrower's Board of Directors), (d) reasonable or customary indemnification and compensation arrangements for members of the board of directors (or similar governing body), officers and other employees of the Borrower and its Subsidiaries, including, without limitation, transaction-specific director fees and retirement, health, stock option and other benefit plans and arrangements, provided that in the case of the officers and directors, a majority of the disinterested directors or a committee of the board of directors composed entirely of disinterested directors shall approve such transaction; (e) management, consulting, monitoring, transaction and advisory fees and related expenses payable to Yucaipa or one of its Affiliates in an aggregate amount in any Fiscal Year not in excess of the sum of (i) $1,000,000 in respect of annual management fees, plus (ii) any deferred fees (to the extent such fees were within such amount in clause (i) above originally), plus (iii) 1.0% of the value of transactions with respect to which Yucaipa or its Affiliates provides any transaction, advisory or other services, plus (iv) the amount of all reasonable out-of-pocket expenses related thereto and unpaid amounts accrued for prior periods, and (f) transactions in the ordinary course of business consistent with past practices with Xxxxxxxxxx.xxx.

Transactions with Shareholders and Affiliates. No Credit Party Borrower shall, nor shall 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 shareholder owning more than 5% of the common stock of the Borrower, Affiliate of any Credit Party; provided, however, that the Borrower Borrowers and the Restricted Subsidiaries may enter into or permit to exist any such Subsidiaries on transaction if the terms that of such transaction are not, taken as a whole, less favorable in any material respect to the such Borrower or that Restricted Subsidiary, as the case may be, than those that might be obtained at the time in a comparable arm’s length transaction NAI-1537228099v3 from a Person who is not such a shareholder or an Affiliate; provided, further, that the foregoing restriction restrictions shall not apply to (a) (i) any transaction between Credit Parties and (ii) transactions between or among (x) Restricted Subsidiaries that are not Credit Parties and (y) Credit Parties and Restricted Subsidiaries that are not Credit Parties to the Borrower and any Guarantor or between Guarantorsextent permitted under this Agreement; (b) transactions, arrangements, fees reimbursements and indemnities specifically and expressly permitted between or among such parties under this Agreement or any transaction between Subsidiaries that are not Guarantors, other Credit Document; (c) any transaction permitted by Section 6.8(a), (d) reasonable or customary indemnification and compensation arrangements for members of the board of directors (or similar governing body), officers and other employees of the Borrower each Credit Party and its Subsidiaries, including, without limitation, transaction-specific director fees and retirement, health, stock option and other benefit plans and arrangements, provided that in the case of the officers and directors, a majority of the disinterested directors or a committee of the board of directors composed entirely of disinterested directors shall approve such transaction; (e) management, consulting, monitoring, transaction and advisory fees and related expenses payable to Yucaipa or one of its Affiliates in an aggregate amount in any Fiscal Year not in excess of the sum of (i) $1,000,000 in respect of annual management fees, plus (ii) any deferred fees (to the extent such fees were within such amount in clause (i) above originally), plus (iii) 1.0% of the value of transactions with respect to which Yucaipa or its Affiliates provides any transaction, advisory or other services, plus (iv) the amount of all reasonable out-of-pocket expenses related thereto and unpaid amounts accrued for prior periods, and (f) transactions Restricted Subsidiaries entered into in the ordinary course of business consistent with past practices with Xxxxxxxxxx.xxxbusiness; (d) Restricted Payments and Restricted Debt Payments permitted by Section 6.05(a) or (b), (e) Investments permitted by Section 6.07; (f) Permitted Stock Issuances; (g) the existence of, and the performance by any Credit Party of its obligations under the terms of, any Organizational Document or security holders agreement (including any purchase agreement related thereto) to which it is a party on the Closing Date and set forth on Schedule 6.12; (h) payments under the TCP Director Agreement; and (i) guarantees permitted by Section 6.01.