Common use of Management Consulting Services Clause in Contracts

Management Consulting Services. (a) During the Term, the Consultant agrees to perform such reasonable consulting, management and advisory services for Parent, the Company and/or their subsidiaries as the Company may reasonably request from time to time, which services may include: (i) strategic planning services, (ii) meetings with the Company’s officers, managers and other personnel regarding operations and productivity, (iii) development of organizational structure, (iv) assistance with recruitment of personnel, (v) reviewing financial aspects of the Company’s businesses, including financial analysis, projections and budgeting, (vi) negotiation of terms of financing arrangements, and (vii) internal legal consulting. The Consultant shall devote such time and efforts to providing the services as the Consultant shall deem, in its discretion, necessary or appropriate. The services, in the Consultant’s discretion, shall be rendered in person or by telephone or other communication. Except as otherwise expressly agreed to, the Consultant shall have no obligation to the Company as to the manner and time of rendering its services hereunder and shall have no obligation to devote a minimum number of hours on a weekly, monthly, annual or other basis, and the Company shall not have any right to dictate or direct the details of the services rendered hereunder. (b) The Company shall furnish to the Consultant such information as it reasonably believes is appropriate to permit the Consultant to provide the services contemplated by Section 3(a) hereof to the Company and its subsidiaries; provided, however, that the Company hereby acknowledges and agrees that (i) the Consultant will use and rely on such information in providing such services and (ii) the Consultant does not assume responsibility for the accuracy or completeness of such information. (c) The parties hereby acknowledge and agree that the Consultant has structured the Transaction contemplated by the EPA and the Consultant agrees to continue to provide services to Parent, the Company and/or their subsidiaries in connection with the Transaction, to the extent reasonably requested by the Company. (d) The Consultant shall perform all services to be provided to Parent, the Company and/or their subsidiaries hereunder as an independent contractor to Parent, the Company and/or their subsidiaries and not as an employee, agent or representative of Parent, the Company or their subsidiaries. The Consultant shall have no authority to act for or to bind Parent, the Company or any of their subsidiaries while acting in its capacity as advisor to the Company under this Agreement without the Company’s prior written consent. Any advice or opinions provided by a Consultant or its affiliates to Parent, the Company and/or any of their subsidiaries may not be disclosed or referred to publicly or to any third party (other than to the Company’s affiliates and to the Company’s legal, tax, financial or other advisors), except in accordance with the Consultant’s prior written consent or if required by law. (e) This Agreement shall in no way prohibit the Consultant, its affiliates, or any of its or its affiliates’ limited partners, general partners, directors, managers, shareholders, members, officers, employees, agents, investment advisors, representatives or legal, accounting or other professional advisors (collectively, “Representatives”) from engaging in other activities, whether or not competitive with any business of the Company or any of its subsidiaries. The Company acknowledges that the Consultant’s services pursuant to this Agreement are not exclusive to the Company and that the Consultant will render similar services to other persons and entities.

Management Consulting Services. (a) During Apollo shall advise the TermCompany (and after the Merger, the Consultant agrees Surviving Corporation) concerning such management matters that relate to perform such reasonable consultingproposed financial transactions, acquisitions and other senior management matters related to the business, administration and advisory services for Parentpolicies of the Company, the Company and/or Surviving Corporation and their subsidiaries and affiliates, in each case as the Company may (or after the Merger, the Surviving Corporation) shall reasonably and specifically request from time by way of written notice to timeApollo, which notice shall specify the services may include: (i) strategic planning required of Apollo and shall include all background material necessary for Apollo to complete such services, (ii) meetings with the Company’s officers, managers and other personnel regarding operations and productivity, (iii) development of organizational structure, (iv) assistance with recruitment of personnel, (v) reviewing financial aspects of the Company’s businesses, including financial analysis, projections and budgeting, (vi) negotiation of terms of financing arrangements, and (vii) internal legal consulting. The Consultant Apollo shall devote such time and efforts to providing the services any such written request as the Consultant Apollo shall deem, in its discretion, necessary or appropriatenecessary. The Such consulting services, in the ConsultantApollo’s discretion, shall be rendered in person or by telephone or other communication. Except as otherwise expressly agreed to, the Consultant Apollo shall have no obligation to the Company or the Surviving Corporation as to the manner and time of rendering its services hereunder and shall have no obligation to devote a minimum number of hours on a weekly, monthly, annual or other basishereunder, and neither the Company nor the Surviving Corporation shall not have any right to dictate or direct the details of the services rendered hereunder. (b) The Company shall furnish to (on behalf of itself and the Consultant such information as it reasonably believes is appropriate to permit the Consultant to provide the services contemplated by Section 3(aSurviving Corporation) hereof to the Company and its subsidiaries; provided, however, that the Company hereby acknowledges and agrees that Apollo (i) has structured the Consultant will use acquisition and rely on such information in providing such services the other transactions (including without limitation the Merger) contemplated by the Stock Purchase Agreement dated as of October 29, 2003 by and among ConAgra Foods, Inc., a Delaware corporation, UAP and UAP Holding Corp., a Delaware corporation (“Holding”), as amended (the “Purchase Agreement”), (ii) has arranged for financing in connection with the Consultant does not assume responsibility for acquisition and the accuracy or completeness of such information. Merger, and (ciii) The parties hereby acknowledge and agree that has provided other services in connection with the Consultant has structured the Transaction transactions contemplated by the EPA Purchase Agreement, including without limitation consulting and other advisory services in connection with a potential offering on or after the Consultant date hereof (a “Debt Offering”) by the Company or the Surviving Corporation and/or their subsidiaries or affiliates of debt securities in reliance on Rule 144A or Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). Apollo agrees to continue to provide services to Parentthe Company (and, after the Merger, the Company and/or their subsidiaries Surviving Corporation) in connection with the Transaction, to consummation of the extent reasonably requested transactions contemplated by the CompanyPurchase Agreement and each of the documents referred to therein. (dc) The Consultant Apollo shall perform all services to be provided to Parent, the Company and/or their subsidiaries hereunder as an independent contractor to Parentthe Company (and, after the Merger, the Company and/or their subsidiaries Surviving Corporation) and not as an employee, agent or representative of Parent, the Company or their subsidiariesthe Surviving Corporation. The Consultant Apollo shall have no authority to act for or to bind Parent, the Company or any of their subsidiaries while acting in the Surviving Corporation, without its capacity as advisor to the Company under this Agreement without the Company’s prior written consent. Any advice or opinions provided by a Consultant or its affiliates to Parent, the Company and/or any of their subsidiaries may not be disclosed or referred to publicly or to any third party (other than to the Company’s affiliates and to the Company’s legal, tax, financial or other advisors), except in accordance with the Consultant’s prior written consent or if required by law. (ed) This Agreement shall in no way prohibit the Consultant, its affiliates, Apollo or any of its partners or Affiliates or any director, officer, partner or employee of Apollo or any of its affiliates’ limited partners, general partners, directors, managers, shareholders, members, officers, employees, agents, investment advisors, representatives partners or legal, accounting or other professional advisors (collectively, “Representatives”) Affiliates from engaging in other activities, whether or not competitive with any business of the Company Company, the Surviving Corporation or any of its subsidiaries. The Company acknowledges that the Consultant’s services pursuant to this Agreement are not exclusive to the Company and that the Consultant will render similar services to other persons and entitiestheir respective subsidiaries or affiliates.

Management Consulting Services. (a) During Apollo shall advise the TermRexnord Group concerning such management matters that relate to the business, financial oversight, administration and policies of the Rexnord Group, in each case as Rexnord shall reasonably and specifically request by way of written notice to Apollo, which written notice shall specify the services required of Apollo and shall include all background material necessary for Apollo to complete such services. In addition, the Consultant agrees to perform such reasonable consulting, management and advisory services for Parent, the Company and/or their subsidiaries as the Company Rexnord Group shall promptly provide any additional materials that Apollo may reasonably request from time to time, which services may include: (i) strategic planning services, (ii) meetings in connection with the Company’s officers, managers and other personnel regarding operations and productivity, (iii) development provision of organizational structure, (iv) assistance with recruitment of personnel, (v) reviewing financial aspects of services by Apollo pursuant to the Company’s businesses, including financial analysis, projections and budgeting, (vi) negotiation of terms of financing arrangements, and (vii) internal legal consultingthis Agreement. The Consultant Apollo shall devote such time and efforts to providing the services any such written request as the Consultant Apollo shall deem, in its discretion, necessary or appropriatenecessary. The Such consulting services, in the ConsultantApollo’s discretion, shall be rendered in person or by telephone or other communication. Except as otherwise expressly agreed to, the Consultant Apollo shall have no obligation to the Company Rexnord Group as to the manner and time of rendering its services hereunder and shall have no obligation to devote a minimum number of hours on a weekly, monthly, annual or other basishereunder, and the Company Rexnord Group shall not have any right to dictate or direct the details of the services rendered hereunder. (b) The Company shall furnish to the Consultant such information as it reasonably believes is appropriate to permit the Consultant to provide the services contemplated by Section 3(a) hereof to the Company and its subsidiaries; providedIn addition, however, that the Company hereby Rexnord acknowledges and agrees that Apollo (i) has structured the Consultant transactions contemplated by each of the (x) Agreement and Plan of Merger, dated as of October 11, 2006 (the “Merger Agreement”), by and among Jacuzzi Brands, Inc. (“Jacuzzi”), Jupiter Acquisition, LLC (“Seller”), and Jupiter Merger Sub, Inc. and (y) Purchase Agreement, dated as of October 11, 2006 (the “Purchase Agreement”), between RBS Global, Inc. (an indirect subsidiary of the Company) (“RBS Global”) and Seller (pursuant to which the Rexnord Group has or will use and rely on such information in providing such services and have acquired the water management business of Jacuzzi from Seller (the “Xxxx Acquisition”), (ii) the Consultant does not assume responsibility has arranged for financing for the accuracy or completeness of such information. Rexnord Group in connection with the Xxxx Acquisition, and (ciii) The parties hereby acknowledge and agree that has provided other services to the Consultant has structured Rexnord Group in connection with the Transaction contemplated by the EPA and the Consultant Xxxx Acquisition. Apollo agrees to continue to provide services to Parent, the Company and/or their subsidiaries Rexnord Group in connection with the Transaction, to consummation of the extent reasonably requested by the CompanyXxxx Acquisition. (dc) The Consultant Apollo shall perform all services to be provided to Parent, the Company and/or their subsidiaries Rexnord Group hereunder as an independent contractor to Parent, the Company and/or their subsidiaries Rexnord Group and not as an employee, agent or representative of Parent, any member of the Company or their subsidiariesRexnord Group. The Consultant Apollo shall have no authority to act for or to bind Parent, any member of the Company or any of their subsidiaries Rexnord Group while acting in its capacity as an advisor to the Company Rexnord Group under this Agreement without the CompanyRexnord’s prior written consent. Any advice or opinions provided by a Consultant or its affiliates to Parent, the Company and/or any of their subsidiaries may not be disclosed or referred to publicly or to any third party (other than to the Company’s affiliates and to the Company’s legal, tax, financial or other advisors), except in accordance with the Consultant’s prior written consent or if required by law. (ed) This Agreement shall in no way prohibit the ConsultantApollo, its affiliates, or any of its or its affiliates’ limited partners, general partners, directors, managers, shareholders, members, officers, managers, employees, agents, investment advisors, advisors or representatives or legal, accounting or other professional advisors (collectively, “Representatives”) from engaging in other activities, whether or not competitive with any business of any member of the Company or any of its subsidiaries. The Company acknowledges that the Consultant’s services pursuant to this Agreement are not exclusive to the Company and that the Consultant will render similar services to other persons and entitiesRexnord Group.

Management Consulting Services. (a) During Apollo shall advise the TermRexnord Group concerning such management matters that relate to the business, financial oversight, administration and policies of the Rexnord Group, in each case as Rexnord shall reasonably and specifically request by way of written notice to Apollo, which written notice shall specify the services required of Apollo and shall include all background material necessary for Apollo to complete such services. In addition, the Consultant agrees to perform such reasonable consulting, management and advisory services for Parent, the Company and/or their subsidiaries as the Company Rexnord Group shall promptly provide any additional materials that Apollo may reasonably request from time to time, which services may include: (i) strategic planning services, (ii) meetings in connection with the Company’s officers, managers and other personnel regarding operations and productivity, (iii) development provision of organizational structure, (iv) assistance with recruitment of personnel, (v) reviewing financial aspects of services by Apollo pursuant to the Company’s businesses, including financial analysis, projections and budgeting, (vi) negotiation of terms of financing arrangements, and (vii) internal legal consultingthis Agreement. The Consultant Apollo shall devote such time and efforts to providing the services any such written request as the Consultant Apollo shall deem, in its discretion, necessary or appropriatenecessary. The Such consulting services, in the ConsultantApollo’s discretion, shall be rendered in person or by telephone or other communication. Except as otherwise expressly agreed to, the Consultant Apollo shall have no obligation to the Company Rexnord Group as to the manner and time of rendering its services hereunder and shall have no obligation to devote a minimum number of hours on a weekly, monthly, annual or other basishereunder, and the Company Rexnord Group shall not have any right to dictate or direct the details of the services rendered hereunder. (b) The Company shall furnish to the Consultant such information as it reasonably believes is appropriate to permit the Consultant to provide the services contemplated by Section 3(a) hereof to the Company and its subsidiaries; providedIn addition, however, that the Company hereby Rexnord acknowledges and agrees that Apollo (i) has structured the Consultant will use transactions contemplated by that certain Agreement and rely on such information in providing such services Plan of Merger (the “Merger Agreement”), dated as of May 24, 2006, by and among Chase Acquisition I, Inc., Chase Merger Sub, Inc., RBS Global, Inc. and TC Group, L.L.C., (ii) the Consultant does not assume responsibility has arranged for financing for the accuracy or completeness of such information. (c) The parties hereby acknowledge and agree that Rexnord Group in connection with the Consultant has structured the Transaction transactions contemplated by the EPA Merger Agreement, and (iii) has provided other services to the Consultant Rexnord Group in connection with the transactions contemplated by the Merger Agreement. Apollo agrees to continue to provide services to Parent, the Company and/or their subsidiaries Rexnord Group in connection with the Transaction, to consummation of the extent reasonably requested transactions contemplated by the CompanyMerger Agreement. (dc) The Consultant Apollo shall perform all services to be provided to Parent, the Company and/or their subsidiaries Rexnord Group hereunder as an independent contractor to Parent, the Company and/or their subsidiaries Rexnord Group and not as an employee, agent or representative of Parent, any member of the Company or their subsidiariesRexnord Group. The Consultant Apollo shall have no authority to act for or to bind Parent, any member of the Company or any of their subsidiaries Rexnord Group while acting in its capacity as an advisor to the Company Rexnord Group under this Agreement without the CompanyRexnord’s prior written consent. Any advice or opinions provided by a Consultant or its affiliates to Parent, the Company and/or any of their subsidiaries may not be disclosed or referred to publicly or to any third party (other than to the Company’s affiliates and to the Company’s legal, tax, financial or other advisors), except in accordance with the Consultant’s prior written consent or if required by law. (ed) This Agreement shall in no way prohibit the ConsultantApollo, its affiliates, or any of its or its affiliates’ limited partners, general partners, directors, managers, shareholders, members, officers, managers, employees, agents, investment advisors, advisors or representatives or legal, accounting or other professional advisors (collectively, “Representatives”) from engaging in other activities, whether or not competitive with any business of any member of the Company or any of its subsidiaries. The Company acknowledges that the Consultant’s services pursuant to this Agreement are not exclusive to the Company and that the Consultant will render similar services to other persons and entitiesRexnord Group.

Management Consulting Services. (a) During the Term, the Consultant agrees to perform such reasonable consulting, management and advisory services for Parent, Apollo shall advise the Company and/or their and the Company's subsidiaries concerning such management matters that relate to proposed financial transactions, acquisitions and other senior management matters related to the business, administration and policies of the Company and its subsidiaries and affiliates, in each case as the Company may shall reasonably and specifically request from time by way of written notice to timeApollo, which notice shall specify the services may include: (i) strategic planning required of Apollo and shall include all background material necessary for Apollo to complete such services, (ii) meetings with the Company’s officers, managers and other personnel regarding operations and productivity, (iii) development of organizational structure, (iv) assistance with recruitment of personnel, (v) reviewing financial aspects of the Company’s businesses, including financial analysis, projections and budgeting, (vi) negotiation of terms of financing arrangements, and (vii) internal legal consulting. The Consultant Apollo shall devote such time and efforts to providing the services any such written request as the Consultant Apollo shall deem, in its discretion, necessary or appropriatenecessary. The Such consulting services, in the Consultant’s Apollo's discretion, shall be rendered in person or by telephone or other communication. Except as otherwise expressly agreed to, the Consultant Apollo shall have no obligation to the Company and its subsidiaries as to the manner and time of rendering its services hereunder and shall have no obligation to devote a minimum number of hours on a weekly, monthly, annual or other basishereunder, and the Company and its subsidiaries shall not have any right to dictate or direct the details of the services rendered hereunder. (b) The Company shall furnish to the Consultant such information as it reasonably believes is appropriate to permit the Consultant to provide the services contemplated by Section 3(a) hereof to the Company and its subsidiaries; provided, however, that the Company hereby acknowledges and agrees that Apollo (i) has structured the Consultant will use transactions contemplated by that certain Agreement and rely Plan of Merger (the "Merger Agreement"), dated as of October 13, 2001, by and among IMC Global, ---------------- Inc., a Delaware corporation ("Seller"), Salt Holdings Corporation, a Delaware ------ corporation and a wholly owned subsidiary of Seller, on such information in providing such services the one hand, and on the other hand, YBR Holdings LLC, a Delaware limited liability company ("Purchaser") --------- and YBR Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Purchaser, (ii) the Consultant does not assume responsibility has arranged for financing for the accuracy or completeness of such information. Company and (ciii) The parties hereby acknowledge and agree that has provided other services in connection with the Consultant has structured the Transaction transactions contemplated by the EPA and the Consultant Merger Agreement. Apollo agrees to continue to provide services to Parent, the Company and/or their and its subsidiaries in connection with the Transaction, to consummation of the extent reasonably requested transactions contemplated by the CompanyMerger Agreement. (dc) The Consultant Apollo shall perform all services to be provided to Parent, the Company and/or their subsidiaries hereunder as an independent contractor to Parent, the Company and/or their subsidiaries (or the Company's subsidiaries) and not as an employee, agent or representative of Parent, the Company or their subsidiariesCompany. The Consultant Apollo shall have no authority to act for or to bind Parent, the Company or any of their subsidiaries while acting in its capacity as advisor to the Company under this Agreement without the Company’s , without its prior written consent. Any advice or opinions provided by a Consultant or its affiliates to Parent, the Company and/or any of their subsidiaries may not be disclosed or referred to publicly or to any third party (other than to the Company’s affiliates and to the Company’s legal, tax, financial or other advisors), except in accordance with the Consultant’s prior written consent or if required by law. (ed) This Agreement shall in no way prohibit the Consultant, its affiliates, Apollo or any of its partners or affiliates or any director, officer, partner or employee of Apollo or any of its affiliates’ limited partners, general partners, directors, managers, shareholders, members, officers, employees, agents, investment advisors, representatives partners or legal, accounting or other professional advisors (collectively, “Representatives”) affiliates from engaging in other activities, whether or not competitive with any business of the Company or any of its subsidiaries. The Company acknowledges that the Consultant’s services pursuant to this Agreement are not exclusive to the Company and that the Consultant will render similar services to other persons and entitiesrespective subsidiaries or affiliates.

Management Consulting Services. (a) During the Term, the Consultant agrees to perform such reasonable consulting, management and advisory services for Parent, Apollo shall advise the Company and/or their and the Company's subsidiaries concerning such management matters that relate to proposed financial transactions, acquisitions and other senior management matters related to the business, administration and policies of the Company and its subsidiaries and affiliates, in each case as the Company may shall reasonably and specifically request from time by way of written notice to timeApollo, which notice shall specify the services may include: (i) strategic planning required of Apollo and shall include all background material necessary for Apollo to complete such services, (ii) meetings with the Company’s officers, managers and other personnel regarding operations and productivity, (iii) development of organizational structure, (iv) assistance with recruitment of personnel, (v) reviewing financial aspects of the Company’s businesses, including financial analysis, projections and budgeting, (vi) negotiation of terms of financing arrangements, and (vii) internal legal consulting. The Consultant Apollo shall devote such time and efforts to providing the services any such written request as the Consultant Apollo shall deem, in its discretion, necessary or appropriatenecessary. The Such consulting services, in the Consultant’s Apollo's discretion, shall be rendered in person or by telephone or other communication. Except as otherwise expressly agreed to, the Consultant Apollo shall have no obligation to the Company and its subsidiaries as to the manner and time of rendering its services hereunder and shall have no obligation to devote a minimum number of hours on a weekly, monthly, annual or other basishereunder, and the Company and its subsidiaries shall not have any right to dictate or direct the details of the services rendered hereunder. (b) The Company shall furnish to the Consultant such information as it reasonably believes is appropriate to permit the Consultant to provide the services contemplated by Section 3(a) hereof to the Company and its subsidiaries; provided, however, that the Company hereby acknowledges and agrees that Apollo (i) has structured the Consultant will use transactions contemplated by that certain Agreement and rely Plan of Merger (the "MERGER AGREEMENT"), dated as of October 13, 2001, by and among IMC Global, Inc., a Delaware corporation ("SELLER"), Salt Holdings Corporation, a Delaware corporation and a wholly owned subsidiary of Seller, on such information in providing such services the one hand, and on the other hand, YBR Holdings LLC, a Delaware limited liability company ("PURCHASER") and YBR Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Purchaser, (ii) the Consultant does not assume responsibility has arranged for financing for the accuracy or completeness of such information. Company and (ciii) The parties hereby acknowledge and agree that has provided other services in connection with the Consultant has structured the Transaction transactions contemplated by the EPA and the Consultant Merger Agreement. Apollo agrees to continue to provide services to Parent, the Company and/or their and its subsidiaries in connection with the Transaction, to consummation of the extent reasonably requested transactions contemplated by the CompanyMerger Agreement. (dc) The Consultant Apollo shall perform all services to be provided to Parent, the Company and/or their subsidiaries hereunder as an independent contractor to Parent, the Company and/or their subsidiaries (or the Company's subsidiaries) and not as an employee, agent or representative of Parent, the Company or their subsidiariesCompany. The Consultant Apollo shall have no authority to act for or to bind Parent, the Company or any of their subsidiaries while acting in its capacity as advisor to the Company under this Agreement without the Company’s , without its prior written consent. Any advice or opinions provided by a Consultant or its affiliates to Parent, the Company and/or any of their subsidiaries may not be disclosed or referred to publicly or to any third party (other than to the Company’s affiliates and to the Company’s legal, tax, financial or other advisors), except in accordance with the Consultant’s prior written consent or if required by law. (ed) This Agreement shall in no way prohibit the Consultant, its affiliates, Apollo or any of its partners or affiliates or any director, officer, partner or employee of Apollo or any of its affiliates’ limited partners, general partners, directors, managers, shareholders, members, officers, employees, agents, investment advisors, representatives partners or legal, accounting or other professional advisors (collectively, “Representatives”) affiliates from engaging in other activities, whether or not competitive with any business of the Company or any of its subsidiaries. The Company acknowledges that the Consultant’s services pursuant to this Agreement are not exclusive to the Company and that the Consultant will render similar services to other persons and entitiesrespective subsidiaries or affiliates.

Management Consulting Services. (a) During the Term, the Consultant agrees to perform such reasonable consulting, management Apollo shall advise and advisory services for Parent, assist the Company and/or their concerning such management matters that relate to proposed financial transactions, acquisitions and other senior management matters related to the business, administration and policies of the Company and its subsidiaries and affiliates, in each case as the Company may shall reasonably and specifically request from time by way of written notice to timeApollo, which notice shall specify the services may include: (i) strategic planning required of Apollo and shall include all background material necessary for Apollo to complete such services, (ii) meetings with the Company’s officers, managers and other personnel regarding operations and productivity, (iii) development of organizational structure, (iv) assistance with recruitment of personnel, (v) reviewing financial aspects of the Company’s businesses, including financial analysis, projections and budgeting, (vi) negotiation of terms of financing arrangements, and (vii) internal legal consulting. The Consultant Apollo shall devote such time and efforts to providing the services any such written request as the Consultant Apollo shall deem, in its discretion, necessary or appropriatenecessary. The Such consulting services, in the Consultant’s Apollo's discretion, shall be rendered in person or by telephone or other communication. Except as otherwise expressly agreed to, Apollo agrees to perform the Consultant shall have no obligation to services requested by the Company in a professional manner as to the manner and time of rendering its services hereunder and it shall have no obligation to devote a minimum number of hours on a weekly, monthly, annual or other basis, and reasonably determine in order for the Company shall not have any right to dictate or direct analyze the details of the matter for which Apollo's services rendered hereunderwere requested. (b) The Company shall furnish to the Consultant such information as it reasonably believes is appropriate to permit the Consultant to provide the services contemplated by Section 3(a) hereof to the Company and its subsidiaries; provided, however, that the Company hereby acknowledges and agrees that Apollo (i) has structured the Consultant will use recapitalization and rely on such information in providing such services the other transactions contemplated by the Agreement and Plan of Merger and Recapitalization, dated as of June 18, 1998, as amended (the "Recapitalization Merger Agreement"), between Wheels MergerCo LLC --------------------------------- and the Company, (ii) has arranged for financing in connection with the Consultant does not assume responsibility for recapitalization, and (iii) has provided other services in connection with the accuracy or completeness of such information. (c) The parties hereby acknowledge and agree that the Consultant has structured the Transaction transactions contemplated by the EPA and the Consultant Recapitalization Merger Agreement. Apollo agrees to continue to provide services to Parent, the Company and/or their subsidiaries in connection with the Transaction, to consummation of the extent reasonably requested transactions contemplated by the CompanyMerger Agreement. (dc) The Consultant Apollo shall perform all services to be provided to Parent, the Company and/or their subsidiaries hereunder as an independent contractor to Parent, the Company and/or their subsidiaries and not as an employee, agent or a representative of Parent, the Company or their subsidiariesCompany. The Consultant Apollo shall have no authority to act for or to bind Parent, the Company or any of their subsidiaries while acting in its capacity as advisor to the Company under this Agreement without the Company’s , without its prior written consent. Any advice or opinions provided by a Consultant or its affiliates to Parent, the Company and/or any of their subsidiaries may not be disclosed or referred to publicly or to any third party (other than to the Company’s affiliates and to the Company’s legal, tax, financial or other advisors), except in accordance with the Consultant’s prior written consent or if required by law. (ed) This Agreement shall in no way prohibit the Consultant, its affiliates, Apollo or any of its partners or Affiliates or any director, officer, partner or employee of Apollo or any of its affiliates’ limited partners, general partners, directors, managers, shareholders, members, officers, employees, agents, investment advisors, representatives partners or legal, accounting or other professional advisors (collectively, “Representatives”) Affiliates from engaging in other activities, whether or not competitive with any business of the Company or any of its subsidiaries. The Company acknowledges that the Consultant’s services pursuant to this Agreement are not exclusive to the Company and that the Consultant will render similar services to other persons and entitiesrespective subsidiaries or Affiliates.

Management Consulting Services. (a) During Apollo shall advise the TermGxxxxxx Group concerning such management matters that relate to the business, financial oversight, administration and policies of the Consultant agrees Gxxxxxx Group, in each case as Goodman shall reasonably and specifically request by way of written notice to perform such reasonable consulting, management and advisory services for Parent, the Company and/or their subsidiaries as the Company may reasonably request from time to timeApollo, which notice shall specify the services may include: (i) strategic planning required of Apollo and shall include all background material necessary for Apollo to complete such services, (ii) meetings with the Company’s officers, managers and other personnel regarding operations and productivity, (iii) development of organizational structure, (iv) assistance with recruitment of personnel, (v) reviewing financial aspects of the Company’s businesses, including financial analysis, projections and budgeting, (vi) negotiation of terms of financing arrangements, and (vii) internal legal consulting. The Consultant Apollo shall devote such time and efforts to providing the services any such written request as the Consultant Apollo shall deem, in its discretion, necessary or appropriatenecessary. The Such consulting services, in the ConsultantApollo’s discretion, shall be rendered in person or by telephone or other communication. Except as otherwise expressly agreed to, the Consultant Apollo shall have no obligation to the Company Gxxxxxx Group as to the manner and time of rendering its services hereunder and shall have no obligation to devote a minimum number of hours on a weekly, monthly, annual or other basishereunder, and the Company Gxxxxxx Group shall not have any right to dictate or direct the details of the services rendered hereunder. (b) The Company shall furnish to the Consultant such information as it reasonably believes is appropriate to permit the Consultant to provide the services contemplated by Section 3(a) hereof to the Company and its subsidiaries; providedIn addition, however, that the Company hereby Goodman acknowledges and agrees that Apollo (i) has structured the Consultant will use transactions contemplated by that certain Asset Purchase Agreement (the “Purchase Agreement”), dated as of November 18, 2004, by and rely among Gxxxxxx Global Holdings, Inc., a Texas corporation (“Seller”), on such information in providing such services the one hand, and on the other hand, Gxxxxxx Global, Inc. (f/k/a Frio Holdings, Inc.), a Delaware corporation, and Goodman, (ii) has arranged for financing for Goodman in connection with the Consultant does not assume responsibility for the accuracy or completeness of such information. (c) The parties hereby acknowledge and agree that the Consultant has structured the Transaction transactions contemplated by the EPA Purchase Agreement, and (iii) has provided other services in connection with the Consultant transactions contemplated by the Purchase Agreement. Apollo agrees to continue to provide services to Parent, the Company and/or their subsidiaries Gxxxxxx Group in connection with the Transaction, to consummation of the extent reasonably requested transactions contemplated by the CompanyPurchase Agreement. (dc) The Consultant Apollo shall perform all services to be provided to Parent, the Company and/or their subsidiaries hereunder as an independent contractor to Parent, the Company and/or their subsidiaries Gxxxxxx Group and not as an employee, agent or representative of Parent, any member of the Company or their subsidiariesGxxxxxx Group. The Consultant Apollo shall have no authority to act for or to bind Parent, any member of the Company or any of their subsidiaries while acting in Gxxxxxx Group without its capacity as advisor to the Company under this Agreement without the Company’s prior written consent. Any advice or opinions provided by a Consultant or its affiliates to Parent, the Company and/or any of their subsidiaries may not be disclosed or referred to publicly or to any third party (other than to the Company’s affiliates and to the Company’s legal, tax, financial or other advisors), except in accordance with the Consultant’s prior written consent or if required by law. (ed) This Agreement shall in no way prohibit the Consultant, its affiliates, Apollo or any of its partners or affiliates or any director, officer, partner or employee of Apollo or any of its affiliates’ limited partners, general partners, directors, managers, shareholders, members, officers, employees, agents, investment advisors, representatives partners or legal, accounting or other professional advisors (collectively, “Representatives”) affiliates from engaging in other activities, whether or not competitive with any business of any member of the Company or any of its subsidiaries. The Company acknowledges that the Consultant’s services pursuant to this Agreement are not exclusive to the Company and that the Consultant will render similar services to other persons and entitiesGxxxxxx Group.

Management Consulting Services. (a) During the Term, the Consultant agrees to perform such reasonable consulting, management and advisory services for Parent, Apollo shall advise the Company and/or their concerning such management matters that relate to proposed financial transactions, acquisitions and other senior management matters related to the business, administration and policies of the Company and its subsidiaries and affiliates, in each case as the Company may shall reasonably and specifically request from time by way of written notice to timeApollo, which notice shall specify the services may include: (i) strategic planning required of Apollo and shall include all background material necessary for Apollo to complete such services, (ii) meetings with the Company’s officers, managers and other personnel regarding operations and productivity, (iii) development of organizational structure, (iv) assistance with recruitment of personnel, (v) reviewing financial aspects of the Company’s businesses, including financial analysis, projections and budgeting, (vi) negotiation of terms of financing arrangements, and (vii) internal legal consulting. The Consultant Apollo shall devote such time and efforts to providing the services any such written request as the Consultant Apollo shall deem, in its discretion, necessary or appropriatenecessary. The Such consulting services, in the Consultant’s Apollo's discretion, shall be rendered in person or by telephone or other communication. Except as otherwise expressly agreed to, the Consultant Apollo shall have no obligation to the Company as to the manner and time of rendering its services hereunder and shall have no obligation to devote a minimum number of hours on a weekly, monthly, annual or other basishereunder, and the Company shall not have any right to dictate or direct the details of the services rendered hereunder. (b) The Company shall furnish to the Consultant such information as it reasonably believes is appropriate to permit the Consultant to provide the services contemplated by Section 3(a) hereof to the Company and its subsidiaries; provided, however, that the Company hereby acknowledges and agrees that Apollo (i) has structured the Consultant will use recapitalization and rely on such information in providing such services the other transactions contemplated by the Master Sale Agreement dated as of July 10, 2000, as amended (the "MSA"), among --- Shell Oil Company, Shell Epoxy Resins Inc., and the Company, (ii) has arranged for financing in connection with the Consultant does not assume responsibility for recapitalization, and (iii) has provided other services in connection with the accuracy or completeness of such information. (c) The parties hereby acknowledge and agree that the Consultant has structured the Transaction transactions contemplated by the EPA and the Consultant MSA. Apollo agrees to continue to provide services to Parent, the Company and/or their subsidiaries in connection with the Transaction, to consummation of the extent reasonably requested transactions contemplated by the CompanyMSA and each of the documents referred to therein. (dc) The Consultant Apollo shall perform all services to be provided to Parent, the Company and/or their subsidiaries hereunder as an independent contractor to Parent, the Company and/or their subsidiaries and not as an employee, agent or representative of Parent, the Company or their subsidiariesCompany. The Consultant Apollo shall have no authority to act for or to bind Parent, the Company or any of their subsidiaries while acting in its capacity as advisor to the Company under this Agreement without the Company’s , without its prior written consent. Any advice or opinions provided by a Consultant or its affiliates to Parent, the Company and/or any of their subsidiaries may not be disclosed or referred to publicly or to any third party (other than to the Company’s affiliates and to the Company’s legal, tax, financial or other advisors), except in accordance with the Consultant’s prior written consent or if required by law. (ed) This Agreement shall in no way prohibit the Consultant, its affiliates, Apollo or any of its partners or Affiliates or any director, officer, partner or employee of Apollo or any of its affiliates’ limited partners, general partners, directors, managers, shareholders, members, officers, employees, agents, investment advisors, representatives partners or legal, accounting or other professional advisors (collectively, “Representatives”) Affiliates from engaging in other activities, whether or not competitive with any business of the Company or any of its subsidiaries. The Company acknowledges that the Consultant’s services pursuant to this Agreement are not exclusive to the Company and that the Consultant will render similar services to other persons and entitiesrespective subsidiaries or affiliates.