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 holder of 5% or more of any class of Capital Stock of Xerium or any of its Subsidiaries or with any Affiliate of Xerium or of any such holder, on terms that are less favorable to Xerium 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 holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between Xerium or any of its Subsidiaries and any other of Xerium and its Subsidiaries; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Xerium and its Subsidiaries; (c) compensation arrangements for officers and other employees of Xerium and its Subsidiaries entered into in the Ordinary Course; and (d) transactions described in Schedule 6.12.

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 holder of 5% or more of any class of Capital Stock of Xerium Holdings or any of its Subsidiaries or with any Affiliate of Xerium Holdings or of any such holder, on terms that are less favorable to Xerium 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 holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between Xerium or any of its Subsidiaries Company and any other of Xerium and its SubsidiariesGuarantor Subsidiary; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Xerium Holdings and its Subsidiaries; (c) compensation arrangements for officers and other employees of Xerium Holdings and its Subsidiaries entered into in the Ordinary Courseordinary course of business; and (d) transactions described in Schedule 6.12.

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 holder of 5% or more of any class of Capital Stock of Xerium Holdings or any of its Subsidiaries or with any Affiliate of Xerium Holdings or of any such holder, on terms that are less favorable to Xerium 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 holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between Xerium or any of its Subsidiaries Borrower and any other of Xerium and its SubsidiariesGuarantor Subsidiary; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Xerium Holdings and its Subsidiaries; (c) compensation arrangements for officers and other employees of Xerium Holdings and its Subsidiaries entered into in the Ordinary Courseordinary course of business; and (d) transactions described in Schedule 6.12; and (f) transactions permitted under Sections 6.1(b), (g), (m)(ii), (n) and (o), 6.5(c), (e) and (f), and 6.7(d), (f), (j) and (m).

Transactions with Shareholders and Affiliates. No Credit Party shallCompany 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 holder of 5% or more of any class of Capital Stock equity Securities of Xerium or any of its Subsidiaries Company or with any Affiliate of Xerium Company or of any such holder, on terms that are less favorable to Xerium Company 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 holder or Affiliate; provided, provided that the foregoing restriction -------- shall not apply to (ai) any transaction between Xerium or Company and any of its Wholly Owned Subsidiaries and or between any other of Xerium and its Wholly Owned Subsidiaries; , (bii) reasonable and customary fees paid to members compensation or employee benefit arrangements with any officer or member of the board Board of directors (Directors of Company or similar governing body) any of Xerium and its Subsidiaries; (c) compensation arrangements for officers and other employees of Xerium and its Subsidiaries entered into in the Ordinary Course; ordinary course of business and consistent with past practice or (iii) any transactions permitted pursuant to clause (ii) or (iii) of subsection 7.5 or clauses (vii) and (dviii) transactions described in Schedule 6.12of subsection 7.3.

Transactions with Shareholders and Affiliates. No Credit Party shall, Neither the Company 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 holder of 5% with, or more of any class of Capital Stock of Xerium make loans or any of its Subsidiaries or with advances to, any Affiliate of Xerium or of any such holderthe Company which is not its Subsidiary, on terms that are less favorable to Xerium the Company 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 holder or Affiliate; provided, the foregoing restriction shall not apply to except for (ai) any transaction between Xerium or any of its Subsidiaries and any other of Xerium and its Subsidiaries; Restricted Payments permitted by Section 7.3(d), (bii) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Xerium the Company and its Subsidiaries; (ciii) compensation arrangements and benefit plans for directors, officers and other employees of Xerium the Company and its Subsidiaries entered into or maintained or established in the Ordinary Courseordinary course of business; and (d) transactions described any Investment made in Schedule 6.12accordance with Section 7.3(f).

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 holder of 5% or more of any class of Capital Stock of Xerium Company or any of its Subsidiaries or with any Affiliate of Xerium Company or of any such holder, on terms that are less favorable to Xerium 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 holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between Xerium or Company and any of its Subsidiaries and or between any other of Xerium and its such Subsidiaries; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Xerium Company and its Subsidiaries; (c) compensation arrangements and benefit plans for officers and other employees of Xerium Company and its Subsidiaries entered into or maintained or established in the Ordinary Courseordinary course of business; (d) any Restricted Junior Payment permitted by Section 6.4; and (de) transactions described any Investment made in Schedule 6.12accordance with Section 6.6.

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 holder of 510% or more of any class of Capital Stock of Xerium Holdings or any of its Subsidiaries or with any Affiliate of Xerium Holdings or of any such holder, on terms that are less favorable to Xerium 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 holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any -------- transaction between Xerium Company and any Guarantor Subsidiary or between any of its Subsidiaries and any other of Xerium and its the Guarantor Subsidiaries; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Xerium Holdings and its Subsidiaries; (c) compensation arrangements entered into in the ordinary course for officers and other employees of Xerium Holdings and its Subsidiaries entered into in the Ordinary Courseordinary course of business; and (d) transactions described in Schedule 6.12.. -------------

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 holder of 5% or more of any class of Capital Stock of Xerium Holdings or any of its Subsidiaries or with any Affiliate of Xerium Holdings or of any such holder, on terms that are less favorable to Xerium 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 holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between Xerium or any of its Subsidiaries Borrower and any other of Xerium and its SubsidiariesGuarantor Subsidiary; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Xerium Holdings and its Subsidiaries; (c) compensation arrangements for officers and other employees of Xerium Holdings and its Subsidiaries entered into in the Ordinary Courseordinary course of business; and (d) transactions described in Schedule 6.12.

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 holder of 5% or more of any class of Capital Stock equity Securities of Xerium Company or any of its Subsidiaries or with any Affiliate of Xerium Company or of any such holder, on terms that are less favorable to Xerium Company 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 holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between Xerium or Company and any of its Subsidiaries and or between any other of Xerium and its the Subsidiaries; (b) reasonable and customary fees and expenses paid to members of the board Boards of directors (or similar governing body) Directors of Xerium Company and its Subsidiaries; or (c) compensation arrangements for officers officer and other employees employee of Xerium Company and its Subsidiaries compensation arrangements entered into in the Ordinary Course; and (d) transactions described in Schedule 6.12ordinary 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 holder of 510% or more of any class of Capital Stock of Xerium Company or any of its Subsidiaries or with any Affiliate of Xerium Company or of any such holder, on terms that are less favorable to Xerium 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 holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between Xerium or any of its Subsidiaries Company and any other of Xerium and its SubsidiariesGuarantor Subsidiary; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Xerium Company and its Subsidiaries; (c) compensation arrangements for officers and other employees of Xerium Company and its Subsidiaries entered into in the Ordinary Courseordinary course of business; and (d) transactions described in Schedule SCHEDULE 6.12. Company shall disclose in writing each transaction with any holder of 10% 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 Administrative Agent.

Transactions with Shareholders and Affiliates. No The Credit Party shallParties shall not, nor and shall it not permit any of its their respective Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 510% or more of any class of Capital Stock Equity Securities of Xerium or any of its Subsidiaries Obligor or with any Affiliate Affiliates of Xerium any Obligor or of any such holder, on terms that are less favorable to Xerium such Credit Party or that such 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 holder or Affiliate; provided, provided that the foregoing restriction restrictions shall not apply to (ai) any transaction transactions between Xerium or among the Credit Parties, (ii) any of its Subsidiaries and any other of Xerium and its transactions between or among Excluded Subsidiaries; , (biii) reasonable and customary fees paid to members of the board Board of directors Directors of the Credit Parties and their respective Subsidiaries, (iv) any transactions between or similar governing bodyamong the Credit Parties and Holdings that are expressly permitted under the terms and provisions of this Agreement, (v) of Xerium and its Subsidiaries; (cacquisitions permitted by subsection 7.7(v) compensation arrangements for officers and other employees of Xerium and its Subsidiaries entered into in the Ordinary Course; and (dv) transactions described in Schedule 6.12the Permitted Seller Notes.

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 holder of 5% or more of any class of Capital Stock of Xerium or any of its Subsidiaries or with any Affiliate of Xerium the Lead Borrower or of any such holder, unless such transaction (i) has been disclosed to Administrative Agent, and (ii) is on terms that are no less favorable to Xerium the Lead 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 holder or Affiliate; provided, provided the foregoing restriction shall not apply to (a) any transaction between Xerium the payment by the Borrowers or any of its their Subsidiaries and any other of Xerium and its Subsidiaries; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Xerium its and its Subsidiaries’ Boards of Directors and the payment and provisions of reasonable compensation and benefits (including, without limitation, permitted incentive stock plans) to officers; (cb) compensation arrangements for officers and other employees of Xerium and its the Borrowers or any of their Subsidiaries entered into in the Ordinary Courseordinary course of business; (c) transactions among the Loan Parties and (d) transactions described in Schedule 6.126.09.

Transactions with Shareholders and Affiliates. No Except as otherwise permitted in this Agreement, 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 holder of 5% or more of any class of Capital Stock of Xerium or any of its Subsidiaries Credit Party or with any Affiliate of Xerium or of any such holderHoldings, on terms that are less favorable to Xerium 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 holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between Xerium or any of its Subsidiaries Company and any other of Xerium and its SubsidiariesGuarantor Subsidiary; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Xerium Holdings and its Subsidiaries; (c) compensation arrangements for officers and other employees of Xerium Holdings and its Subsidiaries entered into in the Ordinary Courseordinary course of business; and (d) transactions described in Schedule 6.12.

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 holder of 5% or more of any class of Capital Stock of Xerium Holdings or any of its Subsidiaries or with any Affiliate of Xerium Holdings or of any such holder, on terms that are less favorable to Xerium 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 holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between Xerium or any of its Subsidiaries the Company and any other of Xerium and its SubsidiariesGuarantor Subsidiary; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Xerium Holdings and its Subsidiaries; (c) compensation arrangements for officers and other employees of Xerium Holdings and its Subsidiaries entered into in the Ordinary Courseordinary course of business; and (d) payment of or on account of the Management Fee or similar fees payable to the Sponsor pursuant to the Management Agreement; (e) transactions described in Schedule 6.126.12 and (f) transactions permitted under Section 6.5(g).

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 holder of 510% or more of any class of Capital Stock of Xerium Company or any of its Restricted Subsidiaries or with any Affiliate of Xerium Company or of any such holder, on terms that are less favorable to Xerium Company 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 holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between Xerium or any of its Subsidiaries Company and any other of Xerium and its SubsidiariesGuarantor; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Xerium Company and its Restricted Subsidiaries; (c) compensation arrangements for officers and other employees of Xerium Company and its Restricted Subsidiaries entered into in the Ordinary Courseordinary course of business; and (d) transactions described in Schedule 6.12.

Transactions with Shareholders and Affiliates. (a) 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 holder of 510% or more of any class of Capital Stock of Xerium Company or any of its Subsidiaries or with any Affiliate of Xerium Company or of any such holder, on terms that are less favorable to Xerium 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 holder or Affiliate; provided, the foregoing -------- restriction shall not apply to (a) any transaction between Xerium Company and any Restricted Subsidiary or between any of its Subsidiaries and any other of Xerium and its the Guarantor Subsidiaries; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Xerium Company and its Subsidiaries; (c) compensation arrangements entered into in the ordinary course of business for officers and other employees of Xerium Company and its Subsidiaries entered into in the Ordinary CourseSubsidiaries; and (d) transactions described in Schedule 6.126.13.

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 holder of 5% or more of any class of Capital Stock of Xerium or any of its Subsidiaries or with any Affiliate of Xerium or of any such holder, Holdings on terms that are materially less favorable to Xerium 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 holder or Affiliate; provided, the foregoing restriction shall not apply to (ai) any transaction between Xerium or any of its Subsidiaries among (x) a Credit Party and any other non-Guarantor Subsidiary in the ordinary course of Xerium business and its Subsidiariesconsistent with past practice or (y) any Credit Parties; (bii) reasonable and customary fees and indemnities paid to members of the board of directors (or similar governing body) of Xerium Holdings and its Subsidiaries; (ciii) compensation arrangements for officers and other employees of Xerium Holdings and its Subsidiaries entered into in the Ordinary Courseordinary course of business; and (div) transactions described in Schedule 6.126.11 (but not any changes thereto).

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 holder of 5% or more of any class of Capital Stock equity Securities of Xerium Company or any of its Subsidiaries or with any Affiliate of Xerium Company or of any such holder, on terms that are less favorable to Xerium Company 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 holder or Affiliate; provided, provided that the foregoing restriction shall not apply to (a) any transaction between Xerium or Company and any of its Subsidiaries and or between any other of Xerium and its the Subsidiaries; (b) reasonable and customary fees and expenses paid to members of the board Boards of directors (or similar governing body) Directors of Xerium Company and its Subsidiaries; or (c) compensation arrangements for entered into in the ordinary course of business with respect to officers and other employees of Xerium Company and its Subsidiaries entered into in the Ordinary Course; and (d) transactions described in Schedule 6.12Subsidiaries.

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 holder of five percent (5% %) or more of any class of Capital Stock Equity Interests of Xerium the Company or any of its Subsidiaries or with any Affiliate of Xerium the Company or of any such holder, on terms that are less favorable to Xerium the 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 holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between Xerium or any among Credit Parties or between or among Subsidiaries of its Subsidiaries and any other of Xerium and its Subsidiariesthe Company that are not Credit Parties; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Xerium the Company and its Subsidiaries; (c) compensation arrangements for officers and other employees of Xerium the Company and its Subsidiaries entered into in the Ordinary Courseordinary course of business; and (d) transactions described in Schedule 6.12with any Person that is an Affiliate by reason of the ownership by the Company or any of its Subsidiaries of Equity Interests of such Person.

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 holder of 515% or more of any class of Capital Stock of Xerium Holdings or any of its Subsidiaries or with any Affiliate of Xerium Holdings or of any such holder, on terms that are less favorable to Xerium 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 holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between Xerium or any of its Subsidiaries Company and any other of Xerium and its SubsidiariesGuarantor Subsidiary; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Xerium Holdings and its Subsidiaries; (c) compensation arrangements for officers and other employees of Xerium Holdings and its Subsidiaries entered into in the Ordinary Courseordinary course of business; (d) management and other fees and expense reimbursements payable to Sponsor and its Affiliates pursuant to the Management Agreement and (de) transactions described in Schedule 6.12.

Transactions with Shareholders and Affiliates. (a) 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 holder of 510% or more of any class of Capital Stock of Xerium Company or any of its Subsidiaries or with any Affiliate of Xerium Company or of any such holder, on terms that are less favorable to Xerium 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 holder or Affiliate; provided, the -------- foregoing restriction shall not apply to (a) any transaction between Xerium Company and any Restricted Subsidiary or between any of its Subsidiaries and any other of Xerium and its the Guarantor Subsidiaries; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Xerium Company and its Subsidiaries; (c) compensation arrangements entered into in the ordinary course of business for officers and other employees of Xerium Company and its Subsidiaries entered into in the Ordinary CourseSubsidiaries; and (d) transactions described in Schedule 6.126.13.

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 holder of five percent (5% %) or more of any class of Capital Stock of Xerium the Company or any of its Subsidiaries or with any Affiliate of Xerium the Company or of any such holder, on terms that are less favorable to Xerium the 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 holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between Xerium or any of its Subsidiaries the Company and any other of Xerium and its SubsidiariesGuarantor; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Xerium the Company and its Subsidiaries; (c) compensation arrangements for officers and other employees of Xerium the Company and its Subsidiaries entered into in the Ordinary Courseordinary course of business; and (d) transactions described in Schedule 6.126.10. The Administrative Borrower shall disclose in writing each transaction with any holder of five percent (5%) or more of any class of Capital Stock of the Company or any of its Subsidiaries or with any Affiliate of the Company or of any such holder to the 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 holder of 5% or more of any class of Capital Stock of Xerium Company or any of its Subsidiaries or with any Affiliate of Xerium Company or of any such holder, on terms that are less favorable to Xerium 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 holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between Xerium or any of its Subsidiaries Company and any other of Xerium and its SubsidiariesGuarantor Subsidiary; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Xerium Company and its Subsidiaries; (c) compensation arrangements for officers and other employees of Xerium Company and its Subsidiaries entered into in the Ordinary Courseordinary course of business; and (d) transactions described in Schedule 6.12.

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 holder of 5% or more of any class of Capital Stock of Xerium Holdings or any of its Subsidiaries or with any Affiliate of Xerium Holdings or of any such holder, on terms that are less favorable to Xerium 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 holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between Xerium or any of its Subsidiaries the Borrower and any other of Xerium and its SubsidiariesGuarantor Subsidiary; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Xerium Holdings and its Subsidiaries; (c) compensation arrangements for officers and other employees of Xerium Holdings and its Subsidiaries entered into in the Ordinary Courseordinary course of business; and (d) transactions described in Schedule 6.126.11.

Transactions with Shareholders and Affiliates. No Except as otherwise permitted in this Agreement, 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 holder of 5% or more of any class of Capital Stock of Xerium or any of its Subsidiaries Credit Party or with any Affiliate of Xerium or of any such holderCompany, on terms that are less favorable to Xerium 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 holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between Xerium or any of its Subsidiaries Company and any other of Xerium and its SubsidiariesGuarantor; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Xerium Company and its Subsidiaries; (c) compensation arrangements for officers and other employees of Xerium Company and its Subsidiaries entered into in the Ordinary Courseordinary course of business; and (d) transactions described in Schedule 6.12.

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 holder Affiliate of 5% such Credit Party or more of any class of Capital Stock of Xerium or any of its Subsidiaries or with any Affiliate of Xerium or of any such holder, on terms that are less favorable to Xerium such Credit Party or that Subsidiaryits Subsidiaries, as the case may be, than those that might be obtained at the time from a Person who is not an Affiliate of such a holder Credit Party or Affiliateits Subsidiaries; provided, the foregoing restriction shall not apply to (a) any transaction between Xerium among the Lead Borrower or any of its wholly-owned Subsidiaries and any other of Xerium and its Subsidiariesotherwise permitted by this Agreement; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Xerium the Lead Borrower and its Subsidiaries; (c) compensation arrangements for officers and other employees of Xerium the Lead Borrower and its Subsidiaries entered into in the Ordinary Course; and (d) transactions described in Schedule 6.12.

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 holder of 5% or more of any class of Capital Stock of Xerium Company or any of its Subsidiaries or with any Affiliate of Xerium Company or of any such holder, on terms that are materially less favorable to Xerium 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 holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between Xerium or any of its Subsidiaries Company and any other of Xerium and its SubsidiariesGuarantor Subsidiary; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Xerium Company and its Subsidiaries; (c) compensation arrangements for officers and other employees of Xerium Company and its Subsidiaries entered into in the Ordinary Courseordinary course of business; and (d) transactions described in Schedule 6.126.12 or in the offering circular for the Senior Subordinated Notes.

Transactions with Shareholders and Affiliates. No Credit Other than the transactions contemplated by the Reorganization Plan, no Loan Party shall, nor and no Loan Party 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 holder of 5% or more of any class of Capital Stock equity Securities of Xerium or any of its Subsidiaries Holdings or with any Affiliate of Xerium Holdings or of any such holder, on terms that are less favorable to Xerium such Loan Party 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 holder or Affiliate; provided, provided that the foregoing restriction shall not apply to (ai) any transaction between Xerium or Holdings and any of its Wholly Owned Subsidiaries and or between any other of Xerium and its Subsidiaries; Wholly Owned Subsidiaries or (bii) reasonable and customary fees paid to members of the board Boards of directors (or similar governing body) Directors of Xerium Holdings and its Subsidiaries; (c) compensation arrangements for officers and other employees of Xerium and its Subsidiaries entered into in the Ordinary Course; and (d) transactions described in Schedule 6.12.

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 holder of 510% or more of any class of Capital Stock of Xerium Holdings or any of its Subsidiaries or with any Affiliate of Xerium Holdings or of any such holder, on terms that are less favorable to Xerium 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 holder or Affiliate; providedPROVIDED, the foregoing restriction shall not apply to (a) any transaction between Xerium Company and any Guarantor 100 Subsidiary or between any of its Subsidiaries and any other of Xerium and its the Guarantor Subsidiaries; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Xerium Holdings and its Subsidiaries; (c) compensation arrangements entered into in the ordinary course for officers and other employees of Xerium Holdings and its Subsidiaries entered into in the Ordinary Courseordinary course of business; and (d) transactions described in Schedule SCHEDULE 6.12.

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 holder of 510% or more of any class of Capital Stock of Xerium Company or any of its Subsidiaries or with any Affiliate of Xerium Company or of any such holder, on terms that are less favorable to Xerium 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 holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between Xerium or any of its Subsidiaries Company and any other of Xerium and its Subsidiary or between Subsidiaries; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Xerium Company and its Subsidiaries; (c) compensation arrangements for officers and other employees of Xerium Company and its Subsidiaries entered into in the Ordinary Courseordinary course of business; (d) transactions permitted in Section 6.1(o) and Section 6.5(c); and (de) transactions described in Schedule 6.12.

Transactions with Shareholders and Affiliates. No Credit Party shallBorrowers shall not, nor and shall it not permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of Capital Stock equity Securities of Xerium or any of its Subsidiaries Company or with any Affiliate of Xerium Company or of any such holder, on terms that are less favorable to Xerium Borrower or that Restricted Subsidiary, as the case may be, than those that might would be obtained at the time from a Person Persons who is are not such a holder or Affiliate; provided, provided that the foregoing restriction shall not apply to (ai) any transaction between Xerium or Borrowers and any of its Wholly Owned Subsidiaries and or between any other of Xerium and its Wholly Owned Subsidiaries; , (bii) reasonable and customary fees paid or stock options awarded to members of the board Boards of directors Directors of Borrowers and their Restricted Subsidiaries, (or similar governing bodyiii) of Xerium and its Subsidiaries; the transactions pursuant to the Huff Xxxchase Agreement (cincluding without limitation in Section 1 thereof) compensation arrangements for officers and other employees of Xerium and its Subsidiaries entered into in the Ordinary Course; and (div) the transactions described pursuant to the agreement referred to in Schedule 6.12subsection 3.1I(ii).

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 holder of 5% or more of any class of Capital Stock equity Securities of Xerium or any of its Subsidiaries Company or with any Affiliate of Xerium 106 Company or of any such holder, on terms that are less favorable to Xerium Company 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 holder or Affiliate; providedPROVIDED, the foregoing restriction shall not apply apply, subject to the other covenants contained hereunder, to (a) any transaction between Xerium or Company and any of its wholly-owned Subsidiaries and or between any other of Xerium and its wholly-owned Subsidiaries; , (b) reasonable and customary fees paid to members of the board Boards of directors (or similar governing body) Directors of Xerium Company and its Subsidiaries; , (cC) compensation arrangements for officers and other employees of Xerium and its Subsidiaries entered into in the Ordinary Course; Management Fees and (dD) transactions described Related Agreements and the transaction fees in Schedule 6.12connection with the Recapitalization.

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 holder of 5% or more of any class of Capital Stock of Xerium Holdings or any of its Subsidiaries or with any Affiliate of Xerium Holdings or of any such holder, on terms that are less favorable to Xerium 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 holder or Affiliate; providedPROVIDED, the foregoing restriction shall not apply to (a) any transaction between Xerium Company and any Guarantor Subsidiary or between any of its Subsidiaries and any other of Xerium and its the Guarantor Subsidiaries; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Xerium Holdings and its Subsidiaries; (c) compensation arrangements entered into in the ordinary course for officers and other employees of Xerium Holdings and its Subsidiaries entered into in the Ordinary Courseordinary course of business; and (dand(d) transactions described in Schedule 6.12SCHEDULE 6.11.

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 holder of 510% or more of any class of Capital Stock of Xerium Company or any of its Subsidiaries or with any Affiliate of Xerium Company or of any such holder, on terms that are less favorable to Xerium 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 holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between Xerium or any of its Subsidiaries Company and any other of Xerium and its wholly-owned Subsidiary or between wholly-owned Subsidiaries; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Xerium Company and its Subsidiaries; (c) compensation arrangements for officers and other employees of Xerium Company and its Subsidiaries entered into in the Ordinary Courseordinary course of business; (d) any transaction between Company and any of its wholly-owned Subsidiaries and GSII; and (de) transactions described in Schedule 6.12.. 106

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 holder of 510% or more of any class of Capital Stock of Xerium Holdings or any of its Subsidiaries or with any Affiliate of Xerium or of any such holderHoldings, on terms that are less favorable to Xerium it 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 holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between Xerium or any of its Subsidiaries Company and any other of Xerium and its SubsidiariesWholly-Owned Guarantor Subsidiary; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Xerium Holdings and its Subsidiaries; (c) compensation arrangements for officers and other employees of Xerium Holdings and its Subsidiaries entered into in the Ordinary Courseordinary course of business of Company and its Subsidiaries; and (d) transactions described in Schedule 6.12.connection with the Merger; (e) any Restricted Junior

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 Property or the rendering of any service) with any holder of 5% or more of any class of Capital Stock of Xerium the Company or any of its Subsidiaries or with any Affiliate of Xerium the Company or of any such holder, on terms that are less favorable to Xerium the 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 holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between Xerium or the Company and any of its Subsidiaries and or between any other of Xerium and its such Subsidiaries; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Xerium the Company and its Subsidiaries; (c) compensation arrangements and benefit plans for officers and other employees of Xerium the Company and its Subsidiaries entered into or maintained or established in the Ordinary Courseordinary course of business; (d) any Restricted Payment permitted by Section 6.4; and (de) transactions described in Schedule 6.12any Permitted Investment.

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 holder of 5% or more of any class of Capital Stock of Xerium Company or any of its Subsidiaries or with any Affiliate of Xerium Company or of any such holder, on terms that are less favorable to Xerium 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 holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between Xerium or any of its Subsidiaries Company and any other of Xerium and its SubsidiariesGuarantor Subsidiary; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Xerium Company and its Subsidiaries; (c) compensation arrangements for officers and other employees of Xerium Company and its Subsidiaries entered into in the Ordinary Courseordinary course of business; (d) Company may pay management fees to Sponsor pursuant to the terms of the Management Agreement as in effect on the date hereof; and (de) transactions described in Schedule 6.12.

Transactions with Shareholders and Affiliates. No Credit Party shallCompany 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 holder of 5% or more of any class of Capital Stock equity Securities of Xerium or any of its Subsidiaries Company or with any Affiliate of Xerium or of any such holderCompany, on terms that are less favorable to Xerium Company 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 holder or Affiliate; provided, provided that the foregoing restriction shall not apply to (ai) any transaction between Xerium or Company and any of its Wholly-Owned Subsidiaries and or between any other of Xerium and its Wholly-Owned Subsidiaries; , (bii) reasonable and customary fees paid to members of the board Governing Bodies of directors (or similar governing body) of Xerium Company and its Subsidiaries; , (ciii) compensation arrangements and benefit plans for officers and other employees of Xerium Company and its Subsidiaries entered into or maintained or established in the Ordinary Course; and ordinary course of business, (div) transactions described in Schedule 6.127.9 annexed hereto and (v) any Investment made in accordance with Section 7.3.

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 holder of 5% or more of any class of Capital Stock of Xerium Company or any of its Subsidiaries or with any Affiliate of Xerium Company or of any such holder, except in the ordinary course of business and on terms that are less favorable to Xerium 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 holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between Xerium or any of its Subsidiaries Company and any other of Xerium and its SubsidiariesGuarantor; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Xerium Company and its Subsidiaries; (c) compensation arrangements for officers and other employees of Xerium Company and its Subsidiaries entered into in the Ordinary Courseordinary course of business; and (d) transactions described in Schedule 6.12; Company shall disclose in writing each transaction with any holder of 5% or more of any class of Capital 84 Stock of Company or any of its Subsidiaries or with any Affiliate of Company or of any such holder to Administrative Agent.

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 holder of 5% or more of any class of Capital Stock of Xerium Parent or any of its Subsidiaries or with any Affiliate of Xerium Parent or of any such holder, on terms that are less favorable to Xerium Parent or that Subsidiary, as the case may be, than those that might be obtained at the time in a comparable transaction from a Person who is not such a holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between Xerium or any of its Subsidiaries Parent and any other wholly-owned Subsidiary of Xerium and its SubsidiariesParent; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Xerium Parent and its Subsidiaries; (c) compensation arrangements for officers and other employees of Xerium Parent and its Subsidiaries entered into in the Ordinary Courseordinary course of business; and (d) transactions described in Schedule 6.126.10.

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 holder of 515% or more of any class of Capital Stock of Xerium Company or any of its Subsidiaries or with any Affiliate of Xerium Company or of any such holder, on terms that are less favorable to Xerium 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 holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between Xerium or any of its Subsidiaries Company and any other of Xerium and its SubsidiariesGuarantor; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Xerium Company and its Subsidiaries; (c) compensation arrangements for officers and other employees of Xerium Company and its Subsidiaries entered into in the Ordinary Courseordinary course of business; and (d) transactions described in Schedule 6.12.

Transactions with Shareholders and Affiliates. No Credit Party Neither Holdings nor Company 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 holder of 5% or more of any class of Capital Stock equity Securities of Xerium or any of its Subsidiaries Holdings or with any Affiliate of Xerium Holdings or of any such holder, on terms that are less favorable to Xerium Holdings or Company 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 holder or Affiliate; provided, provided that the foregoing -------- restriction shall not apply to (ai) any transaction between Xerium or Company and any of its wholly-owned Subsidiaries and or between any other of Xerium and its wholly-owned 116 Subsidiaries; , (bii) reasonable and customary fees paid to members of the board Boards of directors (or similar governing body) Directors of Xerium Holdings and its Company and their respective Subsidiaries; (c) compensation arrangements for officers and other employees of Xerium and its Subsidiaries entered into in the Ordinary Course; , and (diii) transactions described in Schedule 6.12the payment of Management Fees to the extent permitted under subsection 7.5.

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 holder of 5% or more of any class of Capital Stock of Xerium Company or any of its Subsidiaries or with any Affiliate of Xerium Company or of any such holder, on terms that are materially less favorable to Xerium 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 holder or Affiliate; provided, the SECOND LIEN CREDIT AGREEMENT EXECUTION 69 foregoing restriction shall not apply to (a) any transaction between Xerium or any of its Subsidiaries Company and any other of Xerium and its SubsidiariesGuarantor Subsidiary; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Xerium Company and its Subsidiaries; (c) compensation arrangements for officers and other employees of Xerium Company and its Subsidiaries entered into in the Ordinary Courseordinary course of business; and (d) transactions described in Schedule 6.126.12 or in the offering circular for the Senior Subordinated Notes.

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 holder of 5% or more of any class of Capital Stock of Xerium or any of its Subsidiaries or with any Affiliate of Xerium the Company; provided, however, that the Note Parties and their Subsidiaries may enter into or of permit to exist any such holder, on transaction if the terms that of such transaction are fair and reasonable and not less favorable to Xerium the 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 holder or Affiliate; further; provided, that the foregoing restriction restrictions shall not apply to (a) any transaction between Xerium or any of its Subsidiaries and any other of Xerium and its Subsidiariesamong Note Parties; (b) reasonable and customary fees paid to members of the board Board of directors (Directors of the Company or similar governing body) any of Xerium and its Subsidiaries; (c) reasonable and customary reimbursement and compensation arrangements for officers officers, directors and other employees of Xerium and the Company or any of its Subsidiaries entered into in the Ordinary Courseordinary course of business; and (d) transactions described in Schedule 6.12F; (e) the issuance of the Warrants and the exercise of any and all related rights by the holder in connection therewith; (f) transactions permitted by Sections 4.11 and 4.19 hereof; and (g) transactions involving aggregate payments or consideration of less than $2,500,000 (in one transaction or a series of transactions).