Common use of Transactions with Shareholders and Affiliates Clause in Contracts

Transactions with Shareholders and Affiliates. None of the --------------------------------------------- Company or any of its Restricted Subsidiaries shall directly or indirectly enter into or permit to exist any transaction (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder or holders of more than five percent (5%) of any class of equity Securities of a Borrower, or with any Affiliate of a Borrower which is not a Restricted Subsidiary on terms that are less favorable to such Borrower or any such Restricted Subsidiary, as applicable, than those that could be obtained in an arm's length transaction at the time from Persons who are not such a holder or Affiliate; provided, however, (i) annual advisory fees paid by the -------- ------- Company to Carlyle or any of its Affiliates shall not exceed $100,000 in the aggregate in any Fiscal Year and (ii) Advisory fees paid by the Company to Carlyle or any of its Affiliates in connection with any Permitted Acquisition shall not exceed one percent (1%) of the purchase price thereof; provided, -------- further, however, that in each case any such payments to Carlyle or any of its ------- ------- Affiliates shall not be permitted if an Event of 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 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 a Compliance Certificate delivered pursuant to Section 7.01(d), that the Company has been in compliance --------------- with the covenants set forth in Article X for each of the two fiscal quarters --------- ending after such Event of Default or Default.

Transactions with Shareholders and Affiliates. None of the --------------------------------------------- Company or Borrower shall not, and shall not permit any of its Restricted Subsidiaries shall to, directly or indirectly indirectly, enter into or permit to exist any transaction (including, without limitation, including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or holders of more than five percent (5%) of any class of equity Securities of a Borrower, Borrower or with any Affiliate of a Borrower which is not a Restricted Subsidiary or of any such holder, on terms that are less favorable to such Borrower or any such Restricted that Subsidiary, as applicablethe case may be, than those that could might be obtained in an arm's length transaction at the time from Persons who are not such a holder or Affiliate; provided, however, provided that the foregoing restriction shall not apply to (i) annual advisory any transaction between Borrower and any Subsidiary Guarantor or between Subsidiary Guarantors; (ii) reasonable and customary fees paid by to members of the -------- ------- Company Boards of Directors of Borrower and its Subsidiaries in an aggregate amount not to Carlyle exceed $100,000 during any period of twelve consecutive months; (iii) payment to Trivest of a transaction fee not to exceed $1,400,000 in connection with the consummation of the Acquisition; (iv) payments made to Trivest in accordance with the provisions of the Trivest Management Agreement; provided that amounts payable under the Trivest Management Agreement shall not be (a) increased from amounts payable under the Trivest Management Agreement as in effect on the Closing Date (other than annual adjustments not to exceed $750,000 to reflect (1) any increase in the Consumer Price Index for all urban consumers, or (2) acquisitions consummated after the Closing Date in compliance with the provisions of subsection 7.7), or (b) payable upon the occurrence and during the continuation of a Potential Event of Default or an Event of Default; (v) payments to Trivest to enable the payment of out-of-pocket expenses of members of the board of directors of Trivest who are not otherwise employees or consultants to Trivest or any of its Affiliates Subsidiaries or any of their respective Affiliates, provided that the aggregate amount of such fees shall not exceed $100,000 250,000 during any period of twelve consecutive months; (vi) Restricted Junior Payments expressly permitted pursuant to clause (i) or clause (iii) of subsection 7.5; and (vii) any transaction between Borrower and any of its Subsidiaries (other than a Subsidiary Guarantor) or between any such Subsidiaries that is in the aggregate in ordinary course of business of such Person and consistent with its past business practices. Notwithstanding any Fiscal Year and (ii) Advisory fees paid by provision of this Agreement to the Company to Carlyle contrary, Borrower or any of its Affiliates in connection with any Permitted Acquisition shall not exceed one percent Subsidiaries may reimburse Trivest for the allocable charges (1%including the reimbursement of reasonable out-of-pocket expenses) of the purchase price thereof; providedTrivest Legal Department for services rendered to Borrower and its Subsidiaries, -------- further, however, provided that such charges are incurred in each case any such payments the ordinary course of business and at rates no less favorable to Carlyle Borrower and its Subsidiaries than rates that would be charged for similar services rendered by Persons who are not Affiliates of Borrower or any of its ------- ------- Affiliates shall not be permitted if an Event of 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 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 a Compliance Certificate delivered pursuant to Section 7.01(d), that the Company has been in compliance --------------- with the covenants set forth in Article X for each of the two fiscal quarters --------- ending after such Event of Default or DefaultSubsidiaries.

Transactions with Shareholders and Affiliates. None of the --------------------------------------------- Company or No Credit Party shall, nor shall it permit any of its Restricted Subsidiaries shall to, directly or indirectly indirectly, enter into or permit to exist any transaction involving aggregate consideration in excess of $5,000,000 (including, without limitation, including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder or holders of more than five percent (5%) of any class of equity Securities of a Borrower, or with any Affiliate of a the Borrower which is not a Restricted Subsidiary on terms that are less favorable to such the Borrower or any such Restricted that Subsidiary, as applicablethe case may be, than those that could might be obtained in an arm's length transaction at the time from Persons a Person who are is not such a holder or Affiliate; provided, howeverthe foregoing restriction shall not apply to (a) any transaction between the Borrower and any of its Subsidiaries or among Subsidiaries of the Borrower; (b) customary fees paid to members of the board of directors (or similar governing body) of the Borrower and its Subsidiaries; (c) compensation or fees to, or the provision of benefits for officers, consultants and former consultants, directors and employees of the Borrower and its Subsidiaries entered into in the ordinary course of business (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 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 the terms of this Agreement; (h) transactions effected as a part of a Qualified Receivables Transaction and any Permitted Refinancing thereof; (i) annual advisory fees paid 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 -------- ------- Company to Carlyle Borrower or any of its Affiliates shall not exceed $100,000 Subsidiaries in the aggregate in any Fiscal Year and (ii) Advisory fees paid ordinary course of business approved by the Company to Carlyle 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 Affiliates 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 Permitted Acquisition shall not exceed one percent offering of securities by the Borrower, (1%ii) incurred to third parties for any action or failure to act of the purchase price thereof; provided, -------- further, however, that in each case any such payments to Carlyle Borrower or any of its ------- ------- Affiliates shall not be permitted if an Event Subsidiaries, predecessors or successors, (iii) arising out of Default the fact that any indemnitee was or is a Default shall have occurred and be continuing at director, officer, agent or employee of the date of payment thereof or would result therefrom. To the extent such payments to Carlyle Borrower or any of its Affiliates are prohibited pursuant 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 preceding provisofullest extent permitted by Delaware or other applicable state law, fees thereunder may accrue and 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 ------- paid by deemed to have satisfied the Company when (A) an Event of Default or Default is no longer continuing and (B) the Administrative Agent confirms in a Compliance Certificate delivered pursuant to Section 7.01(d), that the Company has been in compliance --------------- with the covenants standard set forth in Article X for each 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 two fiscal quarters --------- ending after such Event type of Default or Defaulttransaction for which approval is required.

Transactions with Shareholders and Affiliates. None of the --------------------------------------------- Company or No Credit Party shall, nor shall it permit any of its Restricted Subsidiaries shall to, directly or indirectly indirectly, enter into or permit to exist any transaction (including, without limitation, including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder or holders Affiliate of more than five percent (5%) of any class of equity Securities of a the Borrower, or with any Affiliate other than in the ordinary course of a Borrower which is not a Restricted Subsidiary business and on terms and conditions that are no less favorable in any material respect to such the Borrower or any such that Restricted Subsidiary, as applicablethe case may be, than those that could might be obtained in an arm's length transaction at the time from Persons a Person who are is not such a holder or Affiliate; provided, howeverthe foregoing restriction shall not apply to (a) any transaction between or among the Borrower and any Guarantor Subsidiary to the extent such transaction is otherwise permitted by this Agreement, (b) reasonable and customary 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, independent contractors and other employees of the Borrower and its Restricted Subsidiaries entered into in the 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 terms of such amendments stating that the Borrower has determined in good faith that such terms satisfy the foregoing requirement, then such amendments shall be deemed to satisfy the foregoing requirement), (e) Restricted Junior Payments made under Section 6.5, (f) fees, expenses and 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 and approved by the board of the Borrower or the applicable Restricted Subsidiary and (i) annual advisory fees paid by the -------- ------- Company to Carlyle or any of its Affiliates shall not exceed $100,000 employment and severance arrangements entered into in the aggregate in ordinary course of business between any Fiscal Year Credit Party and (ii) Advisory fees paid by the Company to Carlyle or any of its Affiliates in connection with any Permitted Acquisition shall not exceed one percent (1%) of the purchase price employee thereof; provided, -------- further, however, that in each case any such payments to Carlyle or any of its ------- ------- Affiliates shall not be permitted if an Event of 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 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 a Compliance Certificate delivered pursuant to Section 7.01(d), that the Company has been in compliance --------------- with the covenants set forth in Article X for each of the two fiscal quarters --------- ending after such Event of Default or Default.

Transactions with Shareholders and Affiliates. None of the --------------------------------------------- Company or No Borrower shall, nor shall it permit any of its Restricted Subsidiaries shall to, directly or indirectly indirectly, enter into or permit to exist any transaction (including, without limitation, including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder or holders of more than five percent (5%) Affiliate of any class of equity Securities of a Borrower, or with any Affiliate of a Borrower which is not a Restricted Subsidiary on terms that are less favorable to such Borrower or any such Restricted Subsidiary, as applicable, than those that could be obtained in an arm's length transaction at the time from Persons who are not such a holder or AffiliateCredit Party; provided, however, that the Borrowers and the Restricted Subsidiaries may enter into or permit to exist any such transaction if the terms of such transaction are not, taken as a whole, less favorable in any material respect to 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 an Affiliate; provided, further, that the foregoing restrictions shall not apply to (a) (i) annual advisory fees paid by the -------- ------- Company to Carlyle or any of its Affiliates shall not exceed $100,000 in the aggregate in any Fiscal Year transaction between Credit Parties and (ii) Advisory 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 extent permitted under this Agreement; (b) transactions, arrangements, fees paid by the Company to Carlyle reimbursements and indemnities specifically and expressly permitted between or among such parties under this Agreement or any other Credit Document; (c) reasonable compensation arrangements for members of the board of directors (or similar governing body), officers and other employees of each Credit Party and its Restricted Subsidiaries entered into in the ordinary course of business; (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 Affiliates in connection with obligations under the terms of, any Permitted Acquisition shall not exceed one percent Organizational Document or security holders agreement (1%including any purchase agreement related thereto) of to which it is a party on the purchase price thereofClosing Date and set forth on Schedule 6.12; provided, -------- further, however, that in each case any such (h) payments to Carlyle or any of its ------- ------- Affiliates shall not be permitted if an Event of Default or a Default shall have occurred and be continuing at under 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 thereunder may accrue and be ------- paid by the Company when (A) an Event of Default or Default is no longer continuing TCP Director Agreement; and (Bi) the Administrative Agent confirms in a Compliance Certificate delivered pursuant to guarantees permitted by Section 7.01(d), that the Company has been in compliance --------------- with the covenants set forth in Article X for each of the two fiscal quarters --------- ending after such Event of Default or Default6.01.

Transactions with Shareholders and Affiliates. None of the --------------------------------------------- Company or The Parent shall not, and shall not permit any of its Restricted Subsidiaries shall to, directly or indirectly indirectly, enter into or permit to exist any transaction (includingto the extent such transaction is a reportable event under Item 404 of Regulation S-K of the Securities Act of 1933, without limitation, as amended) (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or holders of more than five percent (5%) of any class of equity Securities Equity Interests of a Borrower, the Parent or with any Affiliate of a Borrower which is not a Restricted Subsidiary the Parent or of any such holder, on terms that are less favorable to such the Borrower or any such Restricted that Subsidiary, as applicablethe case may be, than those that could might be obtained in an arm's length transaction at the time from Persons who are not such a holder or Affiliate; provided, however, provided that the foregoing restriction shall not apply to (i) annual advisory any transaction between the Parent and any of its direct and indirect wholly-owned Subsidiaries or between any of its wholly-owned Subsidiaries, (ii) any transaction consummated in connection with a Permitted Reorganization, (iii) reasonable and customary fees paid to members of the Board of Directors (or equivalent governing body) of the Parent and its Subsidiaries, (iv) the payment of reasonable legal fees and expenses incurred by the -------- ------- Company to Carlyle Existing Stockholders in connection with their investment in the 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 its Affiliates shall not exceed $100,000 Subsidiaries pay, at any time, any fees (whether in the aggregate in form of cash, equity incentives or otherwise) to any Fiscal Year and (ii) Advisory fees paid by the Company to Carlyle Affiliates for management, consulting or any of its Affiliates in connection with any Permitted Acquisition shall not exceed one percent (1%) of the purchase price thereof; provided, -------- further, however, that in each case any such payments to Carlyle or any of its ------- ------- Affiliates shall not be permitted if an Event of 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 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 a Compliance Certificate delivered pursuant to Section 7.01(d), that the Company has been in compliance --------------- with the covenants set forth in Article X for each of the two fiscal quarters --------- ending after such Event of Default or Defaultsimilar services.

Transactions with Shareholders and Affiliates. None of the --------------------------------------------- Company or No Borrower shall, nor shall it permit any of its Restricted Subsidiaries shall to, directly or indirectly indirectly, enter into or permit to exist any transaction (including, without limitation, including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder or holders of more than five percent (5%) Affiliate of any class of equity Securities of a Borrower, or with any Affiliate of a Borrower which is not a Restricted Subsidiary on terms that are less favorable to such Borrower or any such Restricted Subsidiary, as applicable, than those that could be obtained in an arm's length transaction at the time from Persons who are not such a holder or AffiliateCredit Party; provided, however, that the Borrowers and the Restricted Subsidiaries may enter into or permit to exist any such transaction if the terms of such transaction are not, taken as a whole, less favorable in any material respect to 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 an Affiliate; provided, further, that the foregoing restrictions shall not apply to (a) (i) annual advisory fees paid by the -------- ------- Company to Carlyle or any of its Affiliates shall not exceed $100,000 in the aggregate in any Fiscal Year transaction between Credit Parties (other than Holdings) and (ii) Advisory transactions between or among Restricted Subsidiaries that are not Credit Parties; (b) transactions, arrangements, fees paid by the Company to Carlyle reimbursements and indemnities specifically and expressly permitted between or among such parties under this Agreement or any other Credit Document; (c) reasonable compensation arrangements for members of the board of directors (or similar governing body), officers and other employees of each Credit Party (other than Holdings) and its Restricted Subsidiaries entered into in the ordinary course of business; (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 (other than Holdings) of its Affiliates in connection with obligations under the terms of, any Permitted Acquisition shall not exceed one percent Organizational Document or security holders agreement (1%including any purchase agreement related thereto) of to which it is a party on the purchase price thereofClosing Date and set forth on Schedule 6.12; provided, -------- further, however, that in each case any such (h) payments under the TCP Director Agreement to Carlyle or any of its ------- ------- Affiliates shall not be permitted if an Event of 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 permitted under the preceding proviso, fees thereunder may accrue and be ------- paid TCP Subordination Agreement; (i) guarantees permitted by Section 6.01; (j) the Company when (A) an Event of Default or Default is no longer continuing PSD Guarantee; and (Bk) the Administrative Agent confirms in a Compliance Certificate delivered pursuant to Section 7.01(d), that the Company has been in compliance --------------- with the covenants set forth in Article X for each of the two fiscal quarters --------- ending after such Event of Default or DefaultWarrant.

Transactions with Shareholders and Affiliates. None of the --------------------------------------------- Company or No Credit Party shall, nor shall it permit any of its Restricted Subsidiaries shall to, directly or indirectly indirectly, enter into or permit to exist any transaction (including, without limitation, including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 10% or holders of more than five percent (5%) of any class of equity Securities Capital Stock of a BorrowerParent Borrower or any of its Subsidiaries (other than Lender, AMC and each of their affiliates, including any direct or indirect beneficial owner of AMC) or with any Affiliate of a Parent Borrower which or of any such holder; provided that, the Credit Parties and their Subsidiaries 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 of such transaction are not a Restricted Subsidiary on terms that are less favorable to such Parent Borrower or any such Restricted that Subsidiary, as applicablethe case may be, than those that could might be obtained in an arm's length transaction at the time from Persons a Person who are is not such a holder or Affiliate; provided, howeverfurther, that the foregoing restrictions shall not apply to (ia) annual advisory any transaction between Parent Borrower and any Guarantor Subsidiary (other than RLJ Australia); (b) to the extent permitted by Section 6.4(a)(ii), reasonable and customary 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 Parent Borrower and its Subsidiaries entered into in the ordinary course of 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 -------- ------- Company extent permitted pursuant to Carlyle 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 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 any 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 Affiliates shall not exceed $100,000 in the aggregate in any Fiscal Year and (ii) Advisory fees paid by the Company to Carlyle Subsidiaries or any of its Affiliates in connection with any Permitted Acquisition shall not exceed one percent (1%) Affiliate of the purchase price thereof; provided, -------- further, however, that in each case Parent Borrower or of any such payments holder to Carlyle or any of its ------- ------- Affiliates shall not be permitted if an Event of 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 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 a Compliance Certificate delivered pursuant to Section 7.01(d), that and the Company has been in compliance --------------- with the covenants set forth in Article X for each of the two fiscal quarters --------- ending after such Event of Default or DefaultLenders.

Transactions with Shareholders and Affiliates. None of the --------------------------------------------- Company or any of its Restricted Subsidiaries shall directly or indirectly enter into or permit to exist any transaction (including, without limitation, including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder or holders of more than five percent (5%) of any class of equity Securities of a Borrower, or with any Affiliate of a Borrower which is not a Restricted Subsidiary on terms that are less favorable to such Borrower or any such Restricted Subsidiary, as applicable, than those that could be obtained in an arm's ’s length transaction at the time from Persons who are not such a holder or Affiliate; provided, however, (i) annual advisory fees paid by the -------- ------- Company to Carlyle or any of its Affiliates shall not exceed $100,000 in the aggregate in any Fiscal Year and (ii) Advisory fees paid by the Company to Carlyle or any of its Affiliates in connection with any Permitted Acquisition shall not exceed one percent (1%) of the purchase price thereof; provided, -------- further, however, that in each case any such payments to Carlyle or any of its ------- ------- Affiliates shall not be permitted if an Event of 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 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 a Compliance Certificate delivered pursuant to Section 7.01(d7.1(d), that the Company has been in compliance --------------- with the covenants set forth in Article X for each of the two fiscal quarters --------- ending after such Event of Default or Default.. Section 9.9

Transactions with Shareholders and Affiliates. None of the --------------------------------------------- Company or Holdings shall not, and shall not permit any of its Restricted Subsidiaries shall to, directly or indirectly indirectly, enter into or permit to exist any transaction (including, without limitation, including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or holders of more than five percent (5%) of any class of equity Securities of a Borrower, Holdings or with any Affiliate of a Borrower which is not a Restricted Subsidiary Holdings or of any such holder, on terms that are less favorable to such Borrower Holdings or any such Restricted that Subsidiary, as applicablethe case may be, than those that could might be obtained in an arm's length transaction at the time from Persons who are not such a holder or Affiliate; provided, however, provided that the foregoing restriction shall not apply to (i) annual advisory fees paid by the any -------- ------- transaction between Holdings and any of its Subsidiaries or between any of its Subsidiaries, (ii) any payment from Company to Carlyle Holdings and the General Partner expressly permitted under subsection 7.5 and any payment by Holdings permitted under subsection 7.5, (iii) the payment of Bain Management Fees under the Bain Advisory Services Agreement, (iv) any employment agreement entered into by Holdings or any of its Affiliates Subsidiaries in the ordinary course of business, (v) any issuance of Common Units or Preferred Units or Qualified Preferred Units 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 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 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 $100,000 in the aggregate 50,000 in any Fiscal Year and Year, or (iix) Advisory fees paid by the Company to Carlyle or any of its Affiliates transactions described in connection with any Permitted Acquisition shall not exceed one percent (1%) of the purchase price thereof; provided, -------- further, however, that in each case any such payments to Carlyle or any of its ------- ------- Affiliates shall not be permitted if an Event of Default or a Default shall have occurred and be continuing at the date of payment thereof or would result therefromSchedule 7.11 annexed hereto. To the extent such payments to Carlyle or any of its Affiliates are prohibited pursuant to the preceding proviso, fees 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 a Compliance Certificate delivered pursuant to Section 7.01(d), that the Company has been in compliance --------------- with the covenants set forth in Article X for each of the two fiscal quarters --------- ending after such Event of Default or Default.-------------

Transactions with Shareholders and Affiliates. None Except for the --------------------------------------------- transactions evidenced by the agreements set forth on Schedule 6.3(H) as such --------------- agreements are in effect as of the --------------------------------------------- Company date hereof (or any hereafter amended with the Agent's consent) and except as permitted pursuant to the provisions of its Restricted Subsidiaries Section ------- 6.3(F), no Borrower shall 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 Management or any other Affiliate of any Borrower or of Eos, 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 an 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, 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 holder of Management or holders of more than five percent (5%) of any class of equity Securities of a Borrower, or with any Affiliate of a the Borrower which is not a Restricted Subsidiary or Eos, on terms that are less favorable to such the applicable Borrower or any such Restricted Subsidiary, as applicable, than those that could might be obtained in an arm's length transaction at the time from Persons who are not such a holder or Affiliate; provided, however, an Affiliate (i) annual advisory fees paid as determined in good faith by the -------- ------- Company to Carlyle or any such Borrower's Board of its Affiliates shall not exceed $100,000 in the aggregate in any Fiscal Year and (ii) Advisory fees paid by the Company to Carlyle or any of its Affiliates in connection with any Permitted Acquisition shall not exceed one percent (1%) of the purchase price thereof; provided, -------- further, however, that in each case any such payments to Carlyle or any of its ------- ------- Affiliates shall not be permitted if an Event of 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 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 a Compliance Certificate delivered pursuant to Section 7.01(dDirectors), that the Company has been in compliance --------------- with the covenants set forth in Article X for each of the two fiscal quarters --------- ending after such Event of Default or Default.

Transactions with Shareholders and Affiliates. None of the --------------------------------------------- Company or No Credit Party shall, nor shall it permit any of its Restricted Subsidiaries shall to, directly or indirectly indirectly, enter into or permit to exist any transaction (including, without limitation, including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder or holders of more than five percent (5%) of any class of equity Securities of a Borrower, or with any Affiliate of a Borrower which is not a Restricted Subsidiary Holdings on terms that are less favorable to such Borrower Holdings or any such Restricted that Subsidiary, as applicablethe case may be, than those that could might be obtained in an arm's length transaction at the time from Persons a Person who are is not such a holder or Affiliate; provided, howeverthe foregoing restriction shall not apply to (a) any transaction between or among the Credit Parties; (b) reasonable and customary 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 Holdings and its Subsidiaries entered into in the ordinary course of business; (d) transactions described in Schedule 6.11; (e) Restricted Junior Payments permitted pursuant to Section 6.4 (other than those permitted under Section 6.4(d)), (if) annual advisory Investments may be made to the extent permitted by Sections 6.1(p) and 6.6(j), (g) the provision of officers’ and directors indemnification and insurance in the ordinary course of business to the extent permitted by applicable law, (h) after the Exit Facilities Conversion Date, payments of management fees paid by the -------- ------- Company pursuant to Carlyle or any of its Affiliates shall a Management Agreement in an aggregate amount not to exceed $100,000 in the aggregate in any 1,500,000 per Fiscal Year and (ii) Advisory fees paid by the Company to Carlyle or any of its Affiliates in connection with any Permitted Acquisition shall not exceed one percent (1%) plus reasonable out-of-pocket expenses of the purchase price thereofmanager thereunder; providedprovided that (A) the payments of such amounts shall be subordinated to the Obligations on terms reasonably satisfactory to Administrative Agent, -------- further, however, that in each case any such payments to Carlyle (B) no Default or any of its ------- ------- Affiliates shall not be permitted if an Event of Default or a Default shall have occurred and be continuing at the date time 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 provisoshall be caused thereby, fees thereunder may accrue and be ------- paid by the Company when (A) an Event of Default or Default is no longer continuing and (BC) the Administrative Agent confirms in a Compliance Certificate Leverage Ratio as of the last day of the Fiscal Quarter most recently ended for which financial statements have been delivered pursuant to Section 7.01(d)5.1(b) or Section 5.1(c) shall not exceed 1.75:1.00 and (D) 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, that no Credit Party shall, nor shall it permit any of its Subsidiaries to, engage in any business other than (i) the Company has been businesses engaged in compliance --------------- with by such Credit Party on the covenants set forth in Article X for each Closing Date and similar or related businesses and (ii) such other lines of the two fiscal quarters --------- ending after such Event of Default or Defaultbusiness as may be consented to by Requisite Lenders.

Transactions with Shareholders and Affiliates. None of the --------------------------------------------- Company or No Credit Party shall, nor shall it permit any of its Restricted Subsidiaries shall to, directly or indirectly indirectly, enter into or permit to exist any transaction (including, without limitation, including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder or holders of more than five percent (5%) of any class of equity Securities of a Borrower, or with any Affiliate of a Borrower which involving aggregate payments or consideration in excess of $2,500,000 unless such transaction is not a Restricted Subsidiary on terms that are less at least as favorable to such Borrower or any such that Restricted Subsidiary, as applicablethe case may be, than as those that could might be obtained in an arm's a comparable arms-length transaction at the time from Persons a Person who are is not such a holder or Affiliatean Affiliate of Borrower; provided, howeverthe foregoing restriction shall not apply to (a) any transaction between Borrower and any Restricted Subsidiary; (b) reasonable and customary fees and reimbursement of expenses of directors, (i) annual advisory fees paid by the -------- ------- Company to Carlyle officers, managers, employees or consultant of Borrower or any of its Restricted Subsidiaries; (c) compensation and compensation arrangements for present or future officers, consultants, directors and other employees of Borrower and its Subsidiaries (including bonuses) and other benefits (including health, retirement, stock option and other benefit plans) entered into in the ordinary course of business; (d) any issuance of Equity Interests of Borrower to Affiliates shall of Borrower; (e) transactions with customers, clients, suppliers and purchasers or sellers of goods and services (including pursuant to joint venture agreements) otherwise in compliance with the terms hereof that are not materially less favorable taken as a whole than what Borrower and its Restricted Subsidiaries might reasonably have obtained from an unaffiliated party; (f) loans or advances to employees in the ordinary course of business in an aggregate amount not to exceed $100,000 3,000,000; (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 aggregate ordinary course of business and not interfering in any Fiscal Year material respect with the ordinary conduct of business of Borrower and its Restricted Subsidiaries, provided that any such exclusive licenses or sublicenses are not licenses or sublicenses of Intellectual Property material to the business of Borrower or its Restricted Subsidiaries; (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 (iil) Advisory fees any transaction with an Affiliate where the only consideration paid by the Company to Carlyle Borrower or any of its Affiliates in connection with any Permitted Acquisition shall not exceed one percent (1%) Restricted Subsidiaries is Disqualified Equity Interests of the purchase price thereof; provided, -------- further, however, that in each case any such payments to Carlyle or any of its ------- ------- Affiliates shall not be permitted if an Event of 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 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 a Compliance Certificate delivered pursuant to Section 7.01(d), that the Company has been in compliance --------------- with the covenants set forth in Article X for each of the two fiscal quarters --------- ending after such Event of Default or DefaultBorrower.

Transactions with Shareholders and Affiliates. None of the --------------------------------------------- Company or No Credit Party shall, nor shall it permit any of its Restricted Material Subsidiaries shall to, directly or indirectly indirectly, enter into or permit to exist any transaction Related Party Transaction (including, without limitation, including the purchase, sale, lease or exchange of any property or the rendering of any service) with except for (i) any holder Related Party Transaction providing for annual payments or holders other obligations of more less than five percent (5%) $2,000,000; provided that at the time of any class such payment no Event of equity Securities Default resulting from the failure by Borrower to comply with the covenant set forth in Section 6.7 has occurred, will be continuing or will result thereform, (ii) any Related Party Transaction pertaining to a supply contract based on arm’s length terms with Borrower or any of a Borrowerits Subsidiaries, or with any Affiliate of a Borrower which is not a Restricted Subsidiary on terms provided that are less favorable to (A) such contract shall allow Borrower or any such Restricted SubsidiarySubsidiary 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 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 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 (iii); (iv) any Related Party Transaction pertaining to the purchase or sale of assets (including Equity Interests) at fair market value as applicabledetermined 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, than those provided that could neither Borrower nor any of its Subsidiaries shall be obtained in an arm's length transaction at permitted to enter into any material amendments or waivers of such agreements without Requisite Lenders prior written consent, (vii) transactions pursuant to the time from Persons who are not such a holder or AffiliateCredit Documents, and (viii) the Transactions; provided, however, that this provision shall not prohibit (ixx) annual advisory fees paid by the -------- ------- Company payment of reasonably and customary compensation and other benefits and indemnification arrangements to Carlyle directors, officers and employees of Borrower or any of its Affiliates shall not exceed $100,000 Subsidiaries, in each case in the aggregate ordinary course of business, and approved in any Fiscal Year and (ii) Advisory fees paid good faith by the Company to Carlyle Board, (yy) any repurchase, redemption or other acquisition or retirement for value of any Equity Interests of Borrower or any of its Affiliates in connection with Subsidiaries held by any Permitted Acquisition shall not exceed one percent (1%) present or former employee or director of the purchase price thereof; provided, -------- further, however, that in each case any such payments to Carlyle Borrower or any of its ------- ------- Affiliates shall not be permitted if an Event of 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 Subsidiaries pursuant to any management equity subscription agreement or stock option agreement or other management or employee benefit plan or similar agreement in the preceding proviso, fees thereunder may accrue and be ------- paid by the Company when aggregate amount not to exceed $500,000 or (Azz) an Event of Default or Default is no longer continuing and (B) the Administrative Agent confirms in a Compliance Certificate delivered pursuant to Restricted Junior Payments that are not prohibited under Section 7.01(d), that the Company has been in compliance --------------- with the covenants set forth in Article X for each of the two fiscal quarters --------- ending after such Event of Default or Default6.4.

Transactions with Shareholders and Affiliates. None Without the prior written approval of the --------------------------------------------- Company Requisite Lenders, which approval may be granted, withheld, conditioned or delayed in their sole discretion, the Loan Parties shall not, and shall not permit any of its Restricted their respective Subsidiaries shall to, directly or indirectly indirectly, enter into or permit to exist any transaction (including, without limitation, the purchase, sale, lease or exchange of any property or property, the rendering of any serviceservice or the making of any Investment or guaranty, or the amendment, restatement, supplement or other change of, or waiver or failure to enforce any obligations under, any agreement) with any holder of 5% or holders of more than five percent (5%) of any class of equity Securities of a Borrower, BHR or with any Affiliate of a Borrower which is not a Restricted Subsidiary BHR unless on terms that (i) for transactions where the total value of consideration is less than $500,000, an officer of BHR who is not an Affiliate of BHR determines and (ii) for transactions where the total value or consideration is $500,000 or greater, a majority of the members of the Board of Directors of BHR who are not officers, principals, employees, partners of BHR or any of its Affiliates or beneficiaries or holders of 25% or more of any class of equity Securities of BHR or any of its Affiliates, including Borrowers, determines are (x) fair and reasonable and provide for exchange of fair consideration and reasonably equivalent value between or among the parties thereto or (y) are not less favorable to BHR, Borrowers or such Borrower or any such Restricted Subsidiary, as applicablethe case may be, than those that could might be obtained in an arm's length a comparable transaction at the time on an arms-length basis from Persons who are not such a holder or Affiliate; provided, however, that this Section 7.12 shall not apply to (ia) annual advisory any transaction between Borrowers and any other Affiliate Pledgor or between any of the Affiliate Pledgors, (b) any transaction listed on Schedule 7.12 annexed hereto (but not any amendment, restatement, supplement or other change of, or 103 111 waiver or failure to enforce any obligations under, any agreement related thereto), (c) reasonable and customary fees paid by to members of the -------- ------- Company to Carlyle or any Boards of Directors of BHR and its Affiliates shall not exceed $100,000 in the aggregate in any Fiscal Year Subsidiaries and (iid) Advisory fees reasonable compensation payable or paid by the Company to Carlyle or any senior management personnel of its Affiliates in connection with any Permitted Acquisition shall not exceed one percent (1%) of the purchase price thereof; provided, -------- further, however, that in each case any such payments to Carlyle or any of its ------- ------- Affiliates shall not be permitted if an Event of 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 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 a Compliance Certificate delivered pursuant to Section 7.01(d), that the Company has been in compliance --------------- with the covenants set forth in Article X for each of the two fiscal quarters --------- ending after such Event of Default or DefaultBorrowers.

Transactions with Shareholders and Affiliates. None of Except for the --------------------------------------------- Company or transactions listed on Schedule 7.3(G), neither the Borrower nor any of its Restricted Subsidiaries shall directly or indirectly enter into or permit to exist any transaction (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder or holders of more than five percent (5%) any of any class the Equity Interests of equity Securities of a the Borrower, or with any Affiliate of a the Borrower which is not a Restricted Subsidiary its Subsidiary, on terms that are less favorable to such the Borrower or any such Restricted Subsidiaryof its Subsidiaries, as applicable, than those that could might be obtained in an arm's length transaction at the time from Persons who are not such a holder or Affiliate, except for Restricted Payments permitted by Section 7.3(E); provided, however, that the foregoing restrictions shall not apply to (i) annual advisory payment of the Blackstone Monitoring Fees, so long as such fees paid do not exceed $1,000,000 during any 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 their respective Subsidiaries in accordance with customary practice, (iv) loans or advances to employees in accordance with Section 7.3(D), (v) any employment agreement entered into by any of the -------- ------- Company to Carlyle Borrower or any of its Affiliates Subsidiaries 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, in connection with acquisitions or divestitures; provided, however, that, with respect to this clause (vi), the aggregate of such payments shall not exceed $100,000 in the aggregate in 3,000,000 at any Fiscal Year time, and (iivii) Advisory fees paid any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans approved by the Company to Carlyle or any board of its Affiliates in connection with any Permitted Acquisition shall not exceed one percent (1%) directors of the purchase price thereof; provided, -------- further, however, that in each case any such payments to Carlyle or any of its ------- ------- Affiliates shall not be permitted if an Event of 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 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 a Compliance Certificate delivered pursuant to Section 7.01(d), that the Company has been in compliance --------------- with the covenants set forth in Article X for each of the two fiscal quarters --------- ending after such Event of Default or DefaultParent.

Transactions with Shareholders and Affiliates. None of the --------------------------------------------- Company or No Credit Party shall, nor shall it permit any of its Restricted Subsidiaries shall to, directly or indirectly indirectly, enter into or permit to exist any transaction (including, without limitation, including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder or holders Affiliate of more than five percent (5%) of any class of equity Securities of a the Borrower, or with any Affiliate other than in the ordinary course of a Borrower which is not a Restricted Subsidiary business and on terms and conditions that are no less favorable in any material respect to such the Borrower or any such that Restricted Subsidiary, as applicablethe case may be, than those that could might be obtained in an arm's length transaction at the time from Persons a Person who are is not such a holder or Affiliate; provided, howeverthe foregoing restriction shall not apply to (a) any transaction between or among the Borrower and any Guarantor Subsidiary to the extent such transaction is otherwise permitted by this Agreement, (ib) annual advisory reasonable and customary fees paid by to non-officer members of the -------- ------- Company to Carlyle board of directors (or any of its Affiliates shall not exceed $100,000 in the aggregate in any Fiscal Year and (ii) Advisory fees paid by the Company to Carlyle or any of its Affiliates in connection with any Permitted Acquisition shall not exceed one percent (1%similar governing body) of the purchase price thereof; providedBorrower and its Restricted Subsidiaries, -------- further(c) compensation, howeveremployment and severance arrangements for directors, officers and other employees of the Borrower and its Restricted Subsidiaries entered into in the ordinary course of business, (d) transactions described in Schedule 6.11 and any amendments thereto that in each case any such payments to Carlyle or any of its ------- ------- Affiliates shall are not be permitted if an Event of 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 less favorable to the preceding proviso, fees thereunder may accrue and be ------- paid by Credit Parties taken as a whole as those provided for in the Company when original agreements (A) an Event of Default or Default is no longer continuing and (B) it being understood that if the Borrower delivers to the Administrative Agent confirms a certificate of an Authorized Officer together with a reasonably detailed description of the terms of such amendments stating that the Borrower has determined in good faith that such terms satisfy the foregoing requirement and the Administrative Agent does not notify the Borrower within five Business Days of delivery of such certificate that it disagrees with such determination (including a Compliance Certificate delivered pursuant to Section 7.01(dreasonable description of the basis upon which it disagrees), that then such amendments shall be deemed to satisfy the Company has been foregoing requirement), (e) Restricted Junior Payments made under Section 6.5, (f) transactions permitted among the Borrower and its Restricted Subsidiaries under Sections 6.1(f) and (m) and 6.7, (g) any issuances of securities or other payments, awards or grants in compliance --------------- with cash, securities or otherwise pursuant to, or the covenants set forth funding of, employment agreements, stock options and stock ownership plans in Article X for each the ordinary course of business and approved by the board of the two fiscal quarters --------- ending after such Event Borrower or the applicable Restricted Subsidiary and (h) employment and severance arrangements entered into in the ordinary course of Default or Defaultbusiness between any Credit Party and any employee thereof.

Transactions with Shareholders and Affiliates. None of the --------------------------------------------- Company or Borrower shall not, nor shall it permit any of its Restricted Subsidiaries shall to, directly or indirectly indirectly, enter into or permit to exist any transaction (including, without limitation, including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder or holders of more than five percent (5%) Affiliate of any class of equity Securities of a Borrower, or with any Affiliate of a Borrower which is not a Restricted Subsidiary on terms that are less favorable to such Borrower or any such Restricted Subsidiary, as applicable, than those that could be obtained in an arm's length transaction at the time from Persons who are not such a holder or AffiliateCredit Party; provided, however, that the Borrower and the Restricted Subsidiaries may enter into or permit to exist any such transaction if the terms of such transaction are not, taken as a whole, less favorable in any material respect to Borrower or 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 an Affiliate; provided, further, that the foregoing restrictions shall not apply to (a) (i) annual advisory fees paid by the -------- ------- Company to Carlyle or any of its Affiliates shall not exceed $100,000 in the aggregate in any Fiscal Year transaction between Credit Parties (other than Borrower) and (ii) Advisory transactions between or among Restricted Subsidiaries that are not Credit Parties; (b) transactions, arrangements, fees paid by the Company to Carlyle reimbursements and indemnities specifically and expressly permitted between or among such parties under this Agreement or any other Credit Document; (c) reasonable compensation arrangements for members of the board of directors (or similar governing body), officers and other employees of each Credit Party (other than Borrower) and its Restricted Subsidiaries entered into in the ordinary course of business; (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 Affiliates 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 connection with any Permitted Acquisition shall an amount not to exceed one percent the lesser of (1%) of the purchase price thereof; provided, -------- further, however, that in each case any such payments to Carlyle or any of its ------- ------- Affiliates shall not be permitted if an Event of 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 thereunder may accrue and be ------- paid by the Company when (A) an Event of Default or Default is no longer continuing $1,500,000 per annum and (B2) the Administrative Agent confirms in a Compliance Certificate delivered pursuant amount otherwise permitted to be paid under the TCP Director Agreement; (i) guarantees permitted by Section 7.01(d)6.01, that and (j) the Company has been in compliance --------------- with the covenants set forth in Article X for each of the two fiscal quarters --------- ending after such Event of Default or DefaultPSD Guarantee.

Transactions with Shareholders and Affiliates. None of the --------------------------------------------- Company or No Credit Party shall, nor shall it permit any of its Restricted Subsidiaries shall to, directly or indirectly indirectly, enter into or permit to exist any transaction (including, without limitation, including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or holders of more than five percent (5%) of any class of equity Securities Capital Stock of a Borrower, Holdings or any of its Subsidiaries or with any Affiliate of a Borrower which Holdings or of any such holder; provided, however, that the Credit Parties and their Subsidiaries may enter into or permit to exist any such transaction if both (i) in respect of any transaction involving (A) aggregate annual revenues or aggregate annual expenses (whichever is greater) in excess of $750,000, Administrative Agent has consented to such Transaction (such consent not a Restricted Subsidiary on to be unreasonably withheld, delayed or conditioned) and (B) aggregate annual revenues or aggregate annual expenses (whichever is greater) in excess of $375,000, Administrative Agent has received written notice of such transaction not less than ten (10) Business Days prior thereto, and (ii) the terms that of such transaction are not less favorable to such Borrower Holdings or any such Restricted that Subsidiary, as applicablethe case may be, than those that could might be obtained in an arm's length transaction at the time from Persons a Person who are is not such a holder or Affiliate; provided, howeverfurther, that the foregoing restrictions shall not apply to (ia) annual advisory any transaction between Company and any Guarantor; (b) reasonable and customary fees paid by 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 Holdings and its Subsidiaries entered into in the ordinary course of business; (d) Qualified Equity Raises which result in net cash proceeds of up to $485,000,000 contributed to Company; (e) the Closing Date Equity Transaction and the IPO Transaction; (f) transactions described in Schedule 6.12; and (g) transactions described in clause (e) of Section 6.5. Company to Carlyle shall disclose in writing each transaction with any holder of 10% or more of any class of Capital Stock of Holdings or any of its Affiliates shall not exceed $100,000 in the aggregate in any Fiscal Year and (ii) Advisory fees paid by the Company to Carlyle Subsidiaries or any of its Affiliates in connection with any Permitted Acquisition shall not exceed one percent Affiliate of Holdings or of any such holder to Administrative Agent, other than transactions described in clause (1%f) of the purchase price thereof; provided, -------- further, however, that in each case any such payments to Carlyle or any of its ------- ------- Affiliates shall not be permitted if an Event of 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 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 a Compliance Certificate delivered pursuant to Section 7.01(d), that the Company has been in compliance --------------- with the covenants set forth in Article X for each of the two fiscal quarters --------- ending after such Event of Default or Default6.5.

Transactions with Shareholders and Affiliates. None of the --------------------------------------------- The Company or shall not, and shall not permit any of its Restricted Subsidiaries shall to, directly or indirectly indirectly, enter into into, renew or permit to exist extend any transaction (including, without limitation, the purchase, sale, lease or exchange of any property or assets, or the rendering of any service) with any holder (or holders any Affiliate of such holder) of 5% or more than five percent (5%) of any class of equity Securities Capital Stock of a Borrower, the Company or with any Affiliate of a Borrower which is not a the Company or any Restricted Subsidiary on Subsidiary, except upon fair and reasonable terms that are no less favorable to such Borrower the Company or any such Restricted Subsidiary, as applicable, Subsidiary than those that could be obtained in an arm's length transaction obtained, at the time from Persons who are of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate; provided. The foregoing limitation does not limit, however, and shall not apply to: (i) annual advisory fees paid transactions (A) approved by a majority of the -------- ------- disinterested members of the Board of Directors or (B) for which the Company or a Restricted Subsidiary delivers to Carlyle the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view; (ii) any transaction solely between the Company and any of its Affiliates shall Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries; (iii) the payment of reasonable fees to directors of the Company who are not exceed employees of the Company; or (iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes. Notwithstanding the foregoing, any transaction covered by the first paragraph of this Section 5.11 and not covered by clauses (ii) through (iv) of this paragraph, the aggregate amount of which exceeds $100,000 in value, must be approved or determined to be fair in the aggregate manner provided for in any Fiscal Year and clause (iii)(A) Advisory fees paid by the Company to Carlyle or any of its Affiliates in connection with any Permitted Acquisition shall not exceed one percent (1%) of the purchase price thereof; provided, -------- further, however, that in each case any such payments to Carlyle or any of its ------- ------- Affiliates shall not be permitted if an Event of 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 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 a Compliance Certificate delivered pursuant to Section 7.01(d), that the Company has been in compliance --------------- with the covenants set forth in Article X for each of the two fiscal quarters --------- ending after such Event of Default or Defaultabove.

Transactions with Shareholders and Affiliates. None of the --------------------------------------------- Company or No Credit Party shall, nor shall it permit any of its Restricted Subsidiaries shall to, directly or indirectly indirectly, enter into or permit to exist any transaction (including, without limitation, including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or holders of more than five percent (5%) of any class of equity Securities Capital Stock of a Borrower, Holdings or any of its Subsidiaries (or any Affiliate of such holder) or with any Affiliate of a Borrower which is Holdings or of any such holder; provided, however, that the Credit Parties and their Subsidiaries may enter into or permit to exist any such transaction if both (i) Administrative Agent has consented thereto in writing prior to the consummation thereof and (ii) the terms of such transaction are not a Restricted Subsidiary on terms that are less favorable to such Borrower Holdings or any such Restricted that Subsidiary, as applicablethe case may be, than those that could might be obtained in an arm's length transaction at the time from Persons a Person who are is not such a holder or Affiliate; further, provided, howeverthat the foregoing restrictions shall not apply to (a) any transaction between 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 its 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); (ib) annual advisory reasonable and customary 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 Holdings and its Subsidiaries entered into in the ordinary course of business; (d) transactions under and in accordance with the Vertex OH Shared Services Agreement; (e) the purchase by Xxxxxxxx Xxxx Xxxxxx, trustee of the -------- ------- 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 (collectively, the "Xxxxxx 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 Xxxxxx GRATs in connection therewith, the proceeds of which shall be contributed by Holdings to Vertex Refining OH and (f) transactions described in Schedule 6.12. Company to Carlyle shall disclose in writing each transaction with any holder of 5% or more of any class of Capital Stock of Holdings or any of its Affiliates shall not exceed $100,000 in the aggregate in any Fiscal Year and (ii) Advisory fees paid by the Company to Carlyle Subsidiaries or any of its Affiliates in connection with any Permitted Acquisition shall not exceed one percent (1%) Affiliate of the purchase price thereof; provided, -------- further, however, that in each case Holdings or of any such payments holder to Carlyle or any of its ------- ------- Affiliates shall not be permitted if an Event of 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 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 a Compliance Certificate delivered pursuant to Section 7.01(d), that the Company has been in compliance --------------- with the covenants set forth in Article X for each of the two fiscal quarters --------- ending after such Event of Default or DefaultAgent.

Transactions with Shareholders and Affiliates. None of the --------------------------------------------- Company or Borrowers shall not, and shall not permit any of its Restricted their Subsidiaries shall to, directly or indirectly indirectly, enter into or permit to exist any transaction (including, without limitation, including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or holders of more than five percent (5%) of any class of equity Securities of a Borrower, Borrowers or with any Affiliate of a Borrower which is not a Restricted Subsidiary Borrowers or of any such holder, on terms that are less favorable to such Borrower Borrowers or any such Restricted that Subsidiary, as applicablethe case may be, than those that could might be obtained in an arm's length transaction at the time from Persons who are not such a holder or Affiliate; provided, however, provided that the foregoing restriction shall not apply to -------- (i) annual advisory fees paid by the -------- ------- Company to Carlyle or any transaction between Borrowers and any of its Affiliates shall not exceed $100,000 in the aggregate in their wholly-owned Subsidiaries or between any Fiscal Year and of their wholly-owned Subsidiaries, (ii) Advisory reasonable and customary fees paid by the Company to Carlyle or any of its Affiliates in connection with any Permitted Acquisition shall not exceed one percent (1%) members of the purchase price thereofGoverning Bodies of Borrowers and their Subsidiaries, or (iii) transactions with Persons (each a "Liquor License Affiliate") that hold licenses for the sale of alcoholic beverages at bowling center Facilities operated by Borrowers or their Subsidiaries and which Liquor License Affiliates are all disclosed on Schedule 7.9 annexed hereto, as such ------------ Schedule may be supplemented from time to time with the approval of Administrative Agent; provided, -------- further, however, provided that in each case any such payments to Carlyle or any of its ------- ------- Affiliates shall not be permitted if an Event of Default or a Default Borrowers and their Subsidiaries shall have occurred and be continuing at the date of payment thereof -------- granted Agent a First Priority security interest in all management, lease or would result therefrom. To the extent such payments to Carlyle or any of its Affiliates are prohibited operating agreements pursuant to the preceding provisowhich such Liquor License Affiliates manage, fees thereunder may accrue and be ------- paid by the Company when (A) an Event of Default lease or Default is no longer continuing and (B) the Administrative Agent confirms operate concession areas in a Compliance Certificate delivered pursuant to Section 7.01(d), that the Company has been in compliance --------------- with the covenants set forth in Article X for each of the two fiscal quarters --------- ending after such Event of Default or Default.bowling centers. 110

Transactions with Shareholders and Affiliates. None of the --------------------------------------------- Company or No Credit Party shall, nor shall it permit any of its Restricted Subsidiaries shall to, directly or indirectly indirectly, enter into or permit to exist any transaction (including, without limitation, including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder or holders of more than five percent (5%) of any class of equity Securities of a Borrower, or with any Affiliate of a Borrower which involving aggregate payments or consideration in excess of $2,750,000 unless such transaction is not a Restricted Subsidiary on terms that are less at least as favorable to such Borrower or any such that Restricted Subsidiary, as applicablethe case may be, than as those that could might be obtained in an arm's a comparable arms-length transaction at the time from Persons a Person who are is not such a holder or Affiliatean Affiliate of Borrower; provided, howeverthe foregoing restriction shall not apply to (a) any transaction between Borrower and any Restricted Subsidiary; (b) reasonable and customary fees and reimbursement of expenses of directors, (i) annual advisory fees paid by the -------- ------- Company to Carlyle officers, managers, employees or consultant of Borrower or any of its Restricted Subsidiaries; (c) compensation and compensation arrangements for present or future officers, consultants, directors and other employees of Borrower and its Subsidiaries (including bonuses) and other benefits (including health, retirement, stock option and other benefit plans) entered into in the ordinary course of business; (d) any issuance of Equity Interests of Borrower to Affiliates shall of Borrower; (e) transactions with customers, clients, suppliers and purchasers or sellers of goods and services (including pursuant to joint venture agreements) otherwise in compliance with the terms hereof that are not materially less favorable taken as a whole than what Borrower and its Restricted Subsidiaries might reasonably have obtained from an unaffiliated party; (f) loans or advances to employees in the ordinary course of business in an aggregate amount not to exceed $100,000 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 aggregate ordinary course of business and not interfering in any Fiscal Year material respect with the ordinary conduct of business of Borrower and its Restricted Subsidiaries, provided that any such exclusive licenses or sublicenses are not licenses or sublicenses of Intellectual Property material to the business of Borrower or its Restricted Subsidiaries; (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 (iil) Advisory fees any transaction with an Affiliate where the only consideration paid by the Company to Carlyle Borrower or any of its Affiliates in connection with any Permitted Acquisition shall not exceed one percent (1%) Restricted Subsidiaries is Disqualified Equity Interests of the purchase price thereof; provided, -------- further, however, that in each case any such payments to Carlyle or any of its ------- ------- Affiliates shall not be permitted if an Event of 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 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 a Compliance Certificate delivered pursuant to Section 7.01(d), that the Company has been in compliance --------------- with the covenants set forth in Article X for each of the two fiscal quarters --------- ending after such Event of Default or DefaultBorrower.

Transactions with Shareholders and Affiliates. None of the --------------------------------------------- Company or 141 ChipPAC shall not, and shall not permit any of its Restricted Subsidiaries shall to, directly or indirectly indirectly, enter into or permit to exist any transaction (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or holders of more than five percent (5%) of any class of equity Securities of a Borrower, ChipPAC or such Subsidiary or with any Affiliate of a Borrower which is not a Restricted ChipPAC or of any such Subsidiary or holder involving consideration in excess of $1,500,000, on terms that are less favorable to such Borrower ChipPAC or any such Restricted that Subsidiary, as applicablethe case may be, than those that could might be obtained in an arm's length transaction at the time from Persons who are not such a holder or Affiliate; provided, however, provided that the foregoing restriction -------- shall not apply to (i) annual advisory transactions between ChipPAC and any Subsidiary or between Subsidiaries; (ii) reasonable and customary fees paid to members of the boards of directors of ChipPAC and its Subsidiaries; (iii) management and one- time transaction (acquisitions, divestitures and financings) fees paid by ChipPAC pursuant to the -------- ------- Company to Carlyle or any of its Affiliates shall not exceed $100,000 in the aggregate in any Fiscal Year and (ii) Sponsor Advisory fees paid by the Company to Carlyle or any of its Affiliates in connection with any Permitted Acquisition shall not exceed one percent (1%) of the purchase price thereofServices Agreements, plus reasonable ---- out-of-pocket expenses related thereto; provided, in no event shall any -------- further, however, that in each case management fees be paid (but may accrue) under the Sponsor Advisory Services Agreements at any such payments to Carlyle or any of its ------- ------- Affiliates shall not be permitted if time an Event of Default under any of subsection 8.1, 8.6, or a Default shall have 8.7 has occurred and is continuing; (iv) loans and advances permitted to be continuing at 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 date ordinary course of payment thereof or would result therefrom. To business; (viii) the extent such payments to Carlyle 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 of its Affiliates are prohibited Subsidiary as in effect on the Restatement Effective Date or any amendment or replacement thereto 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 preceding proviso, fees thereunder may accrue and be ------- paid by original agreement as in effect on the Company when (A) an Event of Default or Default is no longer continuing Restatement Effective Date; and (Bxi) transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods or services, in each case in the Administrative Agent confirms in a Compliance Certificate delivered ordinary course of business (including, without limitation, pursuant to Section 7.01(d), that the Company has been joint venture agreements) and otherwise in compliance --------------- with the covenants set forth terms of this Agreement which are fair to ChipPAC and its Subsidiaries, in Article X for each the reasonable determination of the two fiscal quarters --------- ending after 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 Event of Default or Defaulttime from an unaffiliated party.

Transactions with Shareholders and Affiliates. None of the --------------------------------------------- Company or No Borrower shall, nor shall it permit any of its Restricted Subsidiaries shall to, directly or indirectly indirectly, enter into or permit to exist any transaction (including, without limitation, including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or holders of more than five percent (5%) of any class of equity Securities Capital Stock of a Borrower, Holdings or any of its Subsidiaries (or any Affiliate of such holder) or with any Affiliate of a Borrower which is Holdings or of any such holder; provided, however, that the each Company may enter into or permit to exist any such transaction if both (i) Lender in its sole discretion has consented thereto in writing prior to the consummation thereof and (ii) the terms of such transaction are not a Restricted Subsidiary on terms that are less favorable to Borrowers or such Borrower or any such Restricted Subsidiary, as applicablethe case may be, than those that could might be obtained in an arm's length transaction at the time from Persons a Person who are is not such a holder or Affiliate; further, provided, howeverthat the foregoing restrictions shall not apply to (a) any transaction between 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 its 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); (ib) annual advisory reasonable and customary 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 Holdings and its Subsidiaries entered into in the ordinary course of business; (d) transactions under and in accordance with the Vertex OH Shared Services Agreement; (e) the purchase by Xxxxxxxx Xxxx Xxxxxx, trustee of the -------- ------- Company 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 (collectively, the “Xxxxxx GRATs”) of $1,500,000 of Capital Stock on or about the First Amendment Effective Date and the issuance by Holdings of warrants to Carlyle the Xxxxxx GRATs in connection therewith, the proceeds of which shall be contributed by Holdings to Vertex Refining OH, and (f) transactions described in Schedule 7.15. Borrowers shall disclose in writing each transaction with any holder of 5% or more of any class of Capital Stock of Holdings or any of its Affiliates shall not exceed $100,000 in the aggregate in any Fiscal Year and (ii) Advisory fees paid by the Company to Carlyle Subsidiaries or any of its Affiliates in connection with any Permitted Acquisition shall not exceed one percent (1%) Affiliate of the purchase price thereof; provided, -------- further, however, that in each case Holdings or of any such payments holder to Carlyle or any of its ------- ------- Affiliates shall not be permitted if an Event of 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 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 a Compliance Certificate delivered pursuant to Section 7.01(d), that the Company has been in compliance --------------- with the covenants set forth in Article X for each of the two fiscal quarters --------- ending after such Event of Default or DefaultLender.”

Transactions with Shareholders and Affiliates. None of the --------------------------------------------- Company or No Borrower shall, nor shall it permit any of its Restricted Subsidiaries shall to, directly or indirectly indirectly, enter into or permit to exist any transaction (including, without limitation, including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder or holders of more than five percent (5%) Affiliate of any class of equity Securities of a Borrower, or with any Affiliate of a Borrower which is not a Restricted Subsidiary on terms that are less favorable to such Borrower or any such Restricted Subsidiary, as applicable, than those that could be obtained in an arm's length transaction at the time from Persons who are not such a holder or AffiliateCredit Party; provided, however, that the Borrowers and the Restricted Subsidiaries may enter into or permit to exist any such transaction if the terms of such transaction are not, taken as a whole, less favorable in any material respect to 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 an Affiliate; provided, further, that the foregoing restrictions shall not apply to (a) (i) annual advisory fees paid by the -------- ------- Company to Carlyle or any of its Affiliates shall not exceed $100,000 in the aggregate in any Fiscal Year transaction between Credit Parties and (ii) Advisory 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 extent permitted under this Agreement; (b) transactions, arrangements, fees paid by the Company to Carlyle reimbursements and indemnities specifically and expressly permitted between or among such parties under this Agreement or any other Credit Document; (c) reasonable compensation arrangements for members of the board of directors (or similar governing body), officers and other employees of each Credit Party and its Restricted Subsidiaries entered into in the ordinary course of business; (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 Affiliates in connection with obligations under the terms of, any Permitted Acquisition shall not exceed one percent Organizational Document or security holders agreement (1%including any purchase agreement related thereto) of to which it is a party on the purchase price thereofClosing Date and set forth on Schedule 6.12; provided, -------- further, however, that in each case any such (h) payments to Carlyle or any of its ------- ------- Affiliates shall not be permitted if an Event of Default or a Default shall have occurred and be continuing at under 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 thereunder may accrue and be ------- paid by the Company when (A) an Event of Default or Default is no longer continuing TCP Director Agreement; and (Bi) the Administrative Agent confirms in a Compliance Certificate delivered pursuant to guarantees permitted by Section 7.01(d), that the Company has been in compliance --------------- with the covenants set forth in Article X for each of the two fiscal quarters --------- ending after such Event of Default or Default6.01.

Transactions with Shareholders and Affiliates. None of the --------------------------------------------- The Company or shall not, and shall not permit any of its Restricted Subsidiaries shall to, directly or indirectly indirectly, enter into into, renew or permit to exist extend any transaction (including, without limitation, the purchase, sale, lease or exchange of any property or assets, or the rendering of any service) with any holder (or holders any Affiliate of such holder) of 5% or more than five percent (5%) of any class of equity Securities Capital Stock of a Borrower, the Company or with any Affiliate of a Borrower which is not a the Company or any Restricted Subsidiary on Subsidiary, except upon fair and reasonable terms that are no less favorable to such Borrower the Company or any such Restricted SubsidiarySubsidiary than could he obtained, as applicable, than those that could be obtained in an arm's length transaction at the time from Persons who are of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate; provided. The foregoing limitation does not limit, however, and shall not apply to: (i) annual advisory fees paid transactions (A) approved by a majority of the -------- ------- disinterested members of the Board of Directors or (B) for which the Company or a Restricted Subsidiary delivers to Carlyle the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view; (ii) any transaction solely between the Company and any of its Affiliates shall Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries; (iii) the payment of reasonable fees to directors of the Company who are not exceed employees of the Company; or (iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes. Notwithstanding the foregoing, any transaction covered by the first paragraph of this Section 5.11 and not covered by clauses (ii) through (iv) of this paragraph, the aggregate amount of which exceeds $100,000 in value, must be approved or determined to be fair in the aggregate manner provided for in any Fiscal Year and clause (iii)(A) Advisory fees paid by the Company to Carlyle or any of its Affiliates in connection with any Permitted Acquisition shall not exceed one percent (1%) of the purchase price thereof; provided, -------- further, however, that in each case any such payments to Carlyle or any of its ------- ------- Affiliates shall not be permitted if an Event of 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 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 a Compliance Certificate delivered pursuant to Section 7.01(d), that the Company has been in compliance --------------- with the covenants set forth in Article X for each of the two fiscal quarters --------- ending after such Event of Default or Defaultabove.

Transactions with Shareholders and Affiliates. None of the --------------------------------------------- Company or Each Borrower shall not, and shall not permit any of its Restricted Subsidiaries shall to, directly or indirectly indirectly, enter into or permit to exist any transaction (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or holders of more than five percent (5%) of any class of equity Securities of a Borrower, Company’s Common Stock or with any Affiliate of a Borrower which is not a Restricted Subsidiary Company or of any such holder, on terms that are less favorable to such Borrower Company or any such Restricted that Subsidiary, as applicablethe case may be, than those that could might be obtained in an arm's length transaction at the time from Persons who are not such a holder or Affiliate; provided, however, provided that the foregoing restriction shall not apply to (i) annual advisory fees paid by the -------- ------- any transaction between Company to Carlyle or and any of its Affiliates shall not exceed $100,000 in the aggregate in Wholly-Owned Subsidiaries (other than Unrestricted Subsidiaries) or between any Fiscal Year of Company’s Wholly-Owned Subsidiaries and any other such Wholly-Owned Subsidiary (other than an Unrestricted Subsidiary); (ii) Advisory reasonable and customary fees paid by the Company to Carlyle or any of its Affiliates in connection with any Permitted Acquisition shall not exceed one percent (1%) members of the purchase price thereofBoards of Directors of Company and its Subsidiaries; provided(iii) except as restricted by clause (i), -------- furthertransactions by Unrestricted Subsidiaries; (iv) transactions approved by a majority of the disinterested directors of Company’s or the applicable Subsidiary’s, howeveras the case may be, that in each case any such payments board of directors; (v) purchases from, sales of goods to, rendering of services to Carlyle or any of from, and other transactions with, GroceryWorks Holdings, Inc. on terms not materially less favorable to Company and its ------- ------- Affiliates shall not be permitted if an Event of Default or a Default shall have occurred Subsidiaries than generally available to Company 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 thereunder may accrue and be ------- paid by the Company when (A) an Event of Default or Default is no longer continuing Subsidiaries; and (Bvi) the Administrative Agent confirms transactions with banks relating to cash or automated teller machines and cash advance services; and (vii) loans to officers of Borrowers for business or personal purposes in a Compliance Certificate delivered pursuant to Section 7.01(d), that the Company has been an aggregate outstanding principal amount not exceeding $20,000,000 at any time and otherwise in compliance --------------- with the covenants set forth in Article X for each U.S. Xxxxxxxx-Xxxxx Act of the two fiscal quarters --------- ending after such Event of Default or Default2002.