Common use of Transactions with Shareholders and Affiliates Clause in Contracts

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of Borrower on terms that are less favorable to Borrower or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such an Affiliate; provided that the foregoing restriction shall not apply to (a) any transaction between or among Borrower and the Guarantors; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Borrower or of its Subsidiaries; (c) compensation arrangements (including severance arrangements to the extent approved by a majority of the disinterested members of Borrower’s or the applicable Subsidiary’s board of directors (or similar governing body) or the applicable committee thereof) for present or former officers and other employees of Borrower or of its Subsidiaries entered into in the ordinary course of business; (d) transactions described in Schedule 6.11; (e) any Restricted Junior Payment permitted pursuant to Section 6.4; (f) indemnities provided for the benefit of, directors, officers or employees of Borrower or of its Subsidiaries in the ordinary course of business; and (g) loans and advances to employees of Borrower or of its Subsidiaries permitted by Section 6.6(f) (as well as advances to employees contemplated by clause (iii) of the defined term “Investment”).

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of Capital Stock of Euramax or any of its Subsidiaries or with any Affiliate of Borrower Euramax or of any such holder, on terms that are less favorable to Borrower Euramax or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such an a holder or Affiliate; provided that provided, the foregoing restriction shall not apply to (a) any transaction between or among Borrower and the GuarantorsCredit Parties; (b) reasonable and customary fees paid to Independent Outside Directors (provided that no fees shall be paid to directors other than Independent Outside Directors), and indemnities provided on behalf of, officers or members of the board of directors (or similar governing body) of Borrower or of Euramax and its Subsidiaries; (c) any employment or compensation arrangements (including severance arrangements to the extent approved by a majority of the disinterested members of Borrower’s arrangement or the applicable Subsidiary’s board of directors (agreement, employee benefit plan or arrangement, officer or director indemnification agreement or any similar governing body) arrangement or the applicable committee thereof) for present or former officers and other employees of Borrower or of its Subsidiaries compensation arrangement entered into by and among Credit Parties in the ordinary course Ordinary Course of businessBusiness; (d) Reserved; (e) other Restricted Junior Payments and Investments that are permitted by the provisions of Sections 6.5 or 6.7, respectively (including, without limitation, payments permitted thereunder with respect to the $125,000,000 Unsecured Debt); (f) transactions described in Schedule 6.116.12; (eg) the grant of stock options, restricted stock, stock appreciation rights, phantom stock awards or similar rights to employees, directors and consultants approved by the board of directors; (h) transactions and payments of fees, costs and expenses in connection with the Transactions and the Permitted Restructuring and payment of the Transaction Costs otherwise permitted hereunder; (i) transactions with Affiliates solely in their capacity as holders of Indebtedness or Capital Stock of Euramax or any Restricted Junior Payment permitted of its Subsidiaries, so long as such transaction is with all holders of such class (and there are such non-Affiliate holders) and such Affiliates are treated no more favorably than all other holders of such class generally; (j) transactions with Affiliates that are customers, clients, suppliers, joint venture partners or purchasers or sellers of goods or services (including pursuant to Section 6.4; (fjoint venture agreements) indemnities provided for the benefit of, directors, officers or employees of Borrower or of its Subsidiaries in the ordinary course Ordinary Course of businessBusiness on terms not materially less favorable as might reasonably have been obtained at such time from a Person that is not an Affiliate of Euramax, as determined in good faith by Holdings or Euramax; and (gk) loans and advances sales of accounts receivables, or participations therein, or any related transaction, pursuant to employees the terms of Borrower or of its Subsidiaries permitted by Section 6.6(f) (as well as advances to employees contemplated by clause (iii) of the defined term “Investment”)a Permitted Receivables Financing.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of Parent or Borrower on terms that are less favorable to Parent, Borrower or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such an Affiliate; provided that the foregoing restriction shall not apply to (a) any transaction between or among Borrower and the Guarantors; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Parent, Borrower or of its and their respective Subsidiaries; (c) compensation arrangements (including severance arrangements to the extent approved by a majority of the disinterested members of Parent’s, Borrower’s or the applicable Subsidiary’s board of directors (or similar governing body) or the applicable committee thereof) for present or former officers and other employees of Parent, Borrower or of its and their respective Subsidiaries entered into in the ordinary course of business; (d) transactions described in Schedule 6.11; (e) any Restricted Junior Payment permitted pursuant to Section 6.4; (f) indemnities provided for the benefit of, directors, officers or employees of Parent, Borrower or of its and their respective Subsidiaries in the ordinary course of business; and (g) loans and advances to employees of Parent, Borrower or of its and their respective Subsidiaries permitted by Section 6.6(f) (as well as advances to employees contemplated by clause (iii) of the defined term “Investment”).

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of Capital Stock of Company or any of its Subsidiaries or with any Affiliate of Borrower Company or of any such holder, on terms that are less favorable to Borrower Company or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such an a holder or Affiliate; provided that provided, the foregoing restriction shall not apply to (a) any transaction between or among Borrower Company and the Guarantorsany Guarantor Subsidiary (other than RP Sub No. 1); (b) reasonable and customary fees paid and options granted to members of the board of directors (or similar governing body) of Borrower Company and its Subsidiaries that are approved by the board of directors of Company or of its Subsidiariessuch Subsidiary (or a committee thereof); (c) compensation arrangements (including severance arrangements to the extent approved by a majority of the disinterested members of Borrower’s or the applicable Subsidiary’s board of directors (or similar governing body) or the applicable committee thereofemployment agreements, option agreements and restricted stock agreements) for present or former officers and other employees of Borrower or of Company and its Subsidiaries entered into in the ordinary course of businessbusiness that are approved by the board of directors of Company or such Subsidiary (or a committee thereof); (d) transactions described in Schedule 6.116.12, including, with respect to officers or directors of Company, only those transactions not in the ordinary course of business and not on arms’-length terms; (e) any Restricted Junior Payment payments permitted pursuant to under Section 6.46.5; (f) indemnities provided for the benefit ofloans to employees, directors, officers officers, shareholders or employees of Borrower agents to the extent permitted under Section 6.7(f); (g) Investments in any Credit Party or of its other Subsidiaries in existing on the ordinary course of businessClosing Date; (h) transactions entered into pursuant to or contemplated by this Agreement, and (i) Investments (including Permitted Acquisitions) permitted under Section 6.7(e) and (g) loans and advances to employees the extent that such Investment is approved by the board of Borrower or directors of its Subsidiaries permitted by Section 6.6(f) (Company as well as advances being on terms that are not less favorable to employees contemplated by clause (iii) of the defined term “Investment”)Company than those that might be obtained from a Person who is not an Affiliate.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of Borrower on terms that are less favorable to Borrower or that SubsidiaryParent; provided, as the case may be, than those that might be obtained at the time from a Person who is not such an Affiliate; provided that the foregoing restriction shall not apply to (a) any such transaction not involving assets that are Borrowing Base Assets and that is for fair market value and on fair and reasonable terms no less favorable to such Credit Party or such Subsidiary than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate, (b) any transaction not involving assets that are Borrowing Base Assets and between or among Borrower Parent and its Subsidiaries and Joint Ventures to the Guarantorsextent permitted under the Credit Documents; (bc) reasonable and customary fees and expenses, indemnification, incentive plans and similar items paid to members of the board of directors (or similar governing body) of Borrower or of Parent and its Subsidiaries; (cd) compensation arrangements (including severance arrangements to the extent approved by a majority of the disinterested members of Borrower’s or the applicable Subsidiary’s board of directors (or similar governing body) or the applicable committee thereof) for present or former officers and other employees of Borrower or of Parent and its Subsidiaries entered into in the ordinary course of business; business (d) transactions described in Schedule 6.11including base salary and incentives); (e) any Restricted Junior Payment permitted pursuant to Section 6.4transactions in existence on the Effective Date and described in Schedule 6.9; (f) indemnities provided for ordinary course reimbursement of travel, moving and similar expenses; (g) management fees payable by a Credit Party to any Approved Manager pursuant to the benefit of, terms of an Approved Management Agreement; and (h) loans and advances to directors, officers or and employees of Borrower or of its Subsidiaries in the ordinary course of business; and (g) loans and advances to employees of Borrower or of its Subsidiaries permitted by Section 6.6(f) (as well as advances to employees contemplated by clause (iii) of the defined term “Investment”).

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 10% or more of any class of Capital Stock of Parent or any of its Subsidiaries or with any Affiliate of Borrower Holdings or of any such holder, on terms taken as a whole that are less favorable to Borrower Holdings or that Subsidiary, as the case may be, than those that might be obtained available at the time from a Person who is not such an a holder or Affiliate; provided that provided, the foregoing restriction shall not apply to (a) any transaction between or among Borrower Company and the Guarantorsany Guarantor Subsidiary; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Borrower or of Holdings and its Subsidiaries; (c) employment, compensation or indemnification arrangements (including severance arrangements to the extent approved by a majority of the disinterested members of Borrower’s or the applicable Subsidiary’s board of directors (or similar governing body) or the applicable committee thereof) for present or former directors, consultants, officers and other employees of Borrower or of Holdings and its Subsidiaries entered into in the ordinary course of business; (d) loans or advances to officers, directors, consultants and employees otherwise permitted pursuant to Section 6.7 or guarantees in respect thereof or otherwise made on their behalf (including any payments on such guarantees), (e) the grant of options or similar rights to directors and employees of Holdings and its Subsidiaries, (f) payment of Subordinated Management Fees, Permitted Management Stock Repurchase Payments and other Restricted Junior Payments (or payments that would be Restricted Junior Payments but for the exceptions in the definition of such term) to the extent permitted by Section 6.5, (g) intercompany Indebtedness permitted by Section 6.1, and (h) transactions described in Schedule 6.11; (e) any Restricted Junior Payment permitted pursuant to Section 6.4; (f) indemnities provided for the benefit of, directors, officers or employees of Borrower or of its Subsidiaries in the ordinary course of business; and (g) loans and advances to employees of Borrower or of its Subsidiaries permitted by Section 6.6(f) (as well as advances to employees contemplated by clause (iii) of the defined term “Investment”)6.12.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of Borrower on terms that are less favorable to Borrower or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such an Affiliatea holder or Affiliate as determined in good faith by the disinterested members of the Board of Directors of Borrower; provided that (but subject to approval by the Bankruptcy Court if, in Borrower’s reasonable opinion (and upon reasonable prior notice from Borrower to Administrative Agent), required by the Bankruptcy Code), the foregoing restriction shall not apply to (a) any transaction between or among Borrower and the Guarantorsany Guarantor Subsidiary; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Borrower or of and its Subsidiaries; (c) compensation arrangements (including severance arrangements to the extent approved by a majority of the disinterested members of Borrower’s or the applicable Subsidiary’s board of directors (or similar governing body) or the applicable committee thereof) for present or former officers and other employees of Borrower or of and its Subsidiaries entered into in the ordinary course of business; (d) the provision of officers’ and directors’ indemnification and insurance in the ordinary course of business to the extent permitted by applicable law; (e) transactions described in Schedule 6.11; (e) any Restricted Junior Payment permitted pursuant to Section 6.4; (f) indemnities provided for Indebtedness that may be incurred to the benefit of, directors, officers or employees of Borrower or of its Subsidiaries in the ordinary course of businessextent permitted by Section 6.1(k); and (g) loans and advances Investments that may be made to employees of Borrower or of its Subsidiaries the extent permitted by Section 6.6(f) (as well as advances to employees contemplated by clause (iii) of the defined term “Investment”6.6(h).

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of Borrower on terms that are less favorable to Borrower or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such an Affiliate; provided that the foregoing restriction shall not apply to (a) any transaction between or among Borrower and the Guarantors; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Borrower or of its Subsidiaries; (c) compensation arrangements (including severance arrangements to the extent approved by a majority of the disinterested members of Borrower’s or the applicable Subsidiary’s board of directors (or similar governing body) or the applicable committee thereof) for present or former officers and other employees of Borrower or of its Subsidiaries entered into in the ordinary course of business; (d) transactions described in Schedule 6.11; (e) any Restricted Junior Payment permitted pursuant to Section 6.4; (f) indemnities provided for the benefit of, directors, officers or employees of Borrower or of its Subsidiaries in the ordinary course of business; and (g) loans and advances to employees of Borrower or of its Subsidiaries permitted by Section 6.6(f) (as well as advances to employees contemplated by clause (iii) of the defined term “Investment”).. CG&R Draft Last Saved: 02/0620/2013 14:3244 pm 10174795v19

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of Borrower on terms that are less favorable to Borrower or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such an Affiliate; provided that the foregoing restriction shall not apply to (a) any transaction between or among Borrower and the Guarantors; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Borrower or of its Subsidiaries; (c) compensation arrangements (including severance arrangements to the extent approved by a majority of the disinterested members of Borrower’s or the applicable Subsidiary’s board of directors (or similar governing body) or the applicable committee thereof) for present or former officers and other employees of Borrower or of its Subsidiaries entered into in the ordinary course of business; (d) transactions described in Schedule 6.11; (e) any Restricted Junior Payment permitted pursuant to Section 6.4; (f) indemnities provided for the benefit of, directors, officers or employees of Borrower or of its Subsidiaries in the ordinary course of business; and (g) loans and advances to employees of Borrower or of its Subsidiaries permitted by Section 6.6(f) (as well as advances to employees contemplated by clause (iii) of the defined term “Investment”).; and (h)

Transactions with Shareholders and Affiliates. No Credit Party shallThe Borrower shall not, nor and shall it not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any serviceservice or the making of any intercompany loan) with any Affiliate of the Borrower or any of its Subsidiaries, any holder of Capital Stock or other interests in the Borrower or any of its Subsidiaries, or any such Affiliate of any such holder, except on fair and reasonable terms that are no less favorable to the Borrower or that Subsidiary, as the case may be, than those that might be obtained at the time in a comparable arm's length transaction from a Person who is not such an a holder or Affiliate; provided provided, that the foregoing restriction shall not apply to (a) any transaction between the Borrower and its Subsidiaries or among between such Subsidiaries, or between the Borrower or its Subsidiaries and the Guarantors, in each case to the extent otherwise permitted under the other provisions of Section 6 herein; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of the Borrower or of and its Subsidiaries; (c) compensation arrangements (including severance arrangements to the extent approved by a majority of the disinterested members of Borrower’s or the applicable Subsidiary’s board of directors (or similar governing body) or the applicable committee thereof) for present or former officers and other employees of the Borrower or of and its Subsidiaries entered into in the ordinary course of business; and (d) transactions described in Schedule 6.11; (e) any Restricted Junior Payment permitted pursuant to Section 6.4; (f) indemnities provided for the benefit of, directors, officers or employees of Borrower or of its Subsidiaries in the ordinary course of business; and (g) loans and advances to employees of Borrower or of its Subsidiaries permitted by Section 6.6(f) (as well as advances to employees contemplated by clause (iii) of the defined term “Investment”).6.9. 72 $1,100,000,000 CREDIT AGREEMENT

Transactions with Shareholders and Affiliates. No Credit Party shallThe Borrower shall not, nor and shall it not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any serviceservice or the making of any intercompany loan) with any Affiliate of the Borrower or any of its Subsidiaries, any holder of Capital Stock or other interests in the Borrower or any of its Subsidiaries, or any such Affiliate of any such holder, except on fair and reasonable terms that are no less favorable to the Borrower or that Subsidiary, as the case may be, than those that might be obtained at the time in a comparable arm's length transaction from a Person who is not such an a holder or Affiliate; provided provided, that the foregoing restriction shall not apply to (a) any transaction between the Borrower and its Subsidiaries or among between such Subsidiaries, or between the Borrower or its Subsidiaries and the Guarantors, in each case to the extent otherwise permitted under the other provisions of Section 6 herein; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of the Borrower or of and its Subsidiaries; (c) compensation arrangements (including severance arrangements to the extent approved by a majority of the disinterested members of Borrower’s or the applicable Subsidiary’s board of directors (or similar governing body) or the applicable committee thereof) for present or former officers and other employees of the Borrower or of and its Subsidiaries entered into in the ordinary course of business; and (d) transactions described in Schedule 6.11; (e) any Restricted Junior Payment permitted pursuant to Section 6.4; (f) indemnities provided for the benefit of, directors, officers or employees of Borrower or of its Subsidiaries in the ordinary course of business; and (g) loans and advances to employees of Borrower or of its Subsidiaries permitted by Section 6.6(f) (as well as advances to employees contemplated by clause (iii) of the defined term “Investment”)6.9.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of Borrower on terms that are less favorable to Borrower or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such an Affiliate; provided that the foregoing restriction shall not apply to (a) any transaction between or among Borrower and the Guarantors; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Borrower or of its Subsidiaries; (c) compensation arrangements (including severance arrangements to the extent approved by a majority of the disinterested members of Borrower’s or the applicable Subsidiary’s board of directors (or similar governing body) or the applicable committee thereof) for present or former officers and other employees of Borrower or of its Subsidiaries entered into in the ordinary course of business; (d) transactions described in Schedule 6.11; (e) any Restricted Junior Payment permitted pursuant to Section 6.4; (f) indemnities provided for the benefit of, directors, officers or employees of Borrower or of its Subsidiaries in the ordinary course of business; and (g) loans and advances to employees of Borrower or of its Subsidiaries permitted by Section 6.6(f) (as well as advances to employees contemplated by clause (iii) of the defined term “Investment”).; and (h)