Common use of Transactions with Shareholders and Affiliates Clause in Contracts

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of Capital Stock of Holdings or any of its Subsidiaries or with any Affiliate of Holdings or of any such holder, on terms that are less favorable to Holdings or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between Company and any Guarantor Subsidiary; (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; and (d) transactions described in Schedule 6.12.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of Capital Stock of Holdings Xerium or any of its Subsidiaries or with any Affiliate of Holdings Xerium or of any such holder, on terms that are less favorable to Holdings Xerium or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between Company Xerium or any of its Subsidiaries and any Guarantor Subsidiaryother of Xerium and its Subsidiaries; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Holdings Xerium and its Subsidiaries; (c) compensation arrangements for officers and other employees of Holdings Xerium and its Subsidiaries entered into in the ordinary course of businessOrdinary Course; and (d) transactions described in Schedule 6.12.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of Capital Stock of Holdings or any of its Subsidiaries or with any Affiliate of Holdings or of any such holder, on terms that are less favorable to Holdings or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between Company Borrower and any Guarantor Subsidiary; (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; and (d) transactions described in Schedule 6.12.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 510% or more of any class of Capital Stock of Holdings or any of its Subsidiaries or with any Affiliate of Holdings or of any such holder, on terms that are less favorable to Holdings or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any -------- transaction between Company and any Guarantor SubsidiarySubsidiary or between any of the Guarantor Subsidiaries; (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 entered into in the ordinary course for officers and other employees of Holdings and its Subsidiaries entered into in the ordinary course of business; and (d) transactions described in Schedule 6.12.. -------------

Transactions with Shareholders and Affiliates. No Credit Party shall, Neither the Company nor shall it permit any of its Subsidiaries to, shall directly or indirectly, indirectly enter into or permit to exist any transaction (including including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% with, or more of any class of Capital Stock of Holdings make loans or any of its Subsidiaries or with advances to, any Affiliate of Holdings or of any such holderthe Company which is not its Subsidiary, on terms that are less favorable to Holdings the Company or that Subsidiaryany of its Subsidiaries, as the case may beapplicable, than those that might be obtained in an arm’s length transaction at the time from a Person Persons who is are not such a holder or Affiliate; provided, the foregoing restriction shall not apply to except for (ai) any transaction between Company and any Guarantor Subsidiary; Restricted Payments permitted by Section 7.3(d), (bii) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Holdings the Company and its Subsidiaries; (ciii) compensation arrangements and benefit plans for directors, officers and other employees of Holdings the Company and its Subsidiaries entered into or maintained or established in the ordinary course of business; and (d) transactions described any Investment made in Schedule 6.12accordance with Section 7.3(f).

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of Capital Stock equity Securities of Holdings Company or any of its Subsidiaries or with any Affiliate of Holdings Company or of any such holder, on terms that are less favorable to Holdings Company or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person Persons who is are not such a holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between Company and any Guarantor Subsidiaryof its Subsidiaries or between any of the Subsidiaries; (b) reasonable and customary fees and expenses paid to members of the board Boards of directors (or similar governing body) Directors of Holdings Company and its Subsidiaries; or (c) compensation arrangements for officers officer and other employees employee of Holdings Company and its Subsidiaries compensation arrangements entered into in the ordinary course of business; and (d) transactions described in Schedule 6.12.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of Capital Stock of Holdings Company or any of its Subsidiaries or with any Affiliate of Holdings Company or of any such holder, on terms that are less favorable to Holdings Company or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between Company and any Guarantor Subsidiaryof its Subsidiaries or between any of such Subsidiaries; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Holdings Company and its Subsidiaries; (c) compensation arrangements and benefit plans for officers and other employees of Holdings Company and its Subsidiaries entered into or maintained or established in the ordinary course of business; and (d) transactions described any Restricted Junior Payment permitted by Section 6.4; and (e) any Investment made in Schedule 6.12accordance with Section 6.6.

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

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 510% or more of any class of Capital Stock of Holdings Company or any of its Subsidiaries or with any Affiliate of Holdings Company or of any such holder, on terms that are less favorable to Holdings Company or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between Company and any Guarantor Subsidiary; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Holdings Company and its Subsidiaries; (c) compensation arrangements for officers and other employees of Holdings Company and its Subsidiaries entered into in the ordinary course of business; and (d) transactions described in Schedule SCHEDULE 6.12. Company shall disclose in writing each transaction with any holder of 10% or more of any class of Capital Stock of Company or any of its Subsidiaries or with any Affiliate of Company or of any such holder to Administrative Agent.

Transactions with Shareholders and Affiliates. No Credit Party shallCompany shall not, nor and shall it not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of Capital Stock equity Securities of Holdings or any of its Subsidiaries Company or with any Affiliate of Holdings Company or of any such holder, on terms that are less favorable to Holdings Company or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person Persons who is are not such a holder or Affiliate; provided, provided that the foregoing restriction -------- shall not apply to (ai) any transaction between Company and any Guarantor Subsidiary; of its Wholly Owned Subsidiaries or between any of its Wholly Owned Subsidiaries, (bii) reasonable and customary fees paid to members compensation or employee benefit arrangements with any officer or member of the board Board of directors (Directors of Company or similar governing body) any of 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; business and consistent with past practice or (iii) any transactions permitted pursuant to clause (ii) or (iii) of subsection 7.5 or clauses (vii) and (dviii) transactions described in Schedule 6.12of subsection 7.3.

Transactions with Shareholders and Affiliates. No Credit Party shall, 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 Holdings or any of its Subsidiaries or with any Affiliate of Holdings or of any such holder, on terms that are less favorable to Holdings or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between Company Borrower and any Guarantor Subsidiary; (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; and (d) transactions described in Schedule 6.12; and (f) transactions permitted under Sections 6.1(b), (g), (m)(ii), (n) and (o), 6.5(c), (e) and (f), and 6.7(d), (f), (j) and (m).

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

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of Capital Stock equity Securities of Holdings or any of its Subsidiaries Company or with any Affiliate of Holdings 106 Company or of any such holder, on terms that are less favorable to Holdings Company or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person Persons who is are not such a holder or Affiliate; providedPROVIDED, the foregoing restriction shall not apply apply, subject to the other covenants contained hereunder, to (a) any transaction between Company and any Guarantor Subsidiary; of its wholly-owned Subsidiaries or between any of its wholly-owned Subsidiaries, (b) reasonable and customary fees paid to members of the board Boards of directors (or similar governing body) Directors of Holdings Company and its Subsidiaries; , (cC) compensation arrangements for officers and other employees of Holdings and its Subsidiaries entered into in the ordinary course of business; Management Fees and (dD) transactions described Related Agreements and the transaction fees in Schedule 6.12connection with the Recapitalization.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of Capital Stock of Holdings Parent or any of its Subsidiaries or with any Affiliate of Holdings Parent or of any such holder, on terms that are less favorable to Holdings Parent or that Subsidiary, as the case may be, than those that might be obtained at the time in a comparable transaction from a Person who is not such a holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between Company Parent and any Guarantor Subsidiarywholly-owned Subsidiary of Parent; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Holdings Parent and its Subsidiaries; (c) compensation arrangements for officers and other employees of Holdings Parent and its Subsidiaries entered into in the ordinary course of business; and (d) transactions described in Schedule 6.126.10.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder Affiliate of 5% such Credit Party or more of any class of Capital Stock of Holdings or any of its Subsidiaries or with any Affiliate of Holdings or of any such holder, on terms that are less favorable to Holdings such Credit Party or that Subsidiaryits Subsidiaries, as the case may be, than those that might be obtained at the time from a Person who is not an Affiliate of such a holder Credit Party or Affiliateits Subsidiaries; provided, the foregoing restriction shall not apply to (a) any transaction between Company and among the Lead Borrower or any Guarantor Subsidiaryof its wholly-owned Subsidiaries otherwise permitted by this Agreement; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Holdings the Lead Borrower and its Subsidiaries; (c) compensation arrangements for officers and other employees of Holdings the Lead Borrower and its Subsidiaries entered into in the ordinary course of businessOrdinary Course; and (d) transactions described in Schedule 6.12.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property Property or the rendering of any service) with any holder of 5% or more of any class of Capital Stock of Holdings the Company or any of its Subsidiaries or with any Affiliate of Holdings the Company or of any such holder, on terms that are less favorable to Holdings the Company or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between the Company and any Guarantor Subsidiaryof its Subsidiaries or between any of such Subsidiaries; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Holdings the Company and its Subsidiaries; (c) compensation arrangements and benefit plans for officers and other employees of Holdings the Company and its Subsidiaries entered into or maintained or established in the ordinary course of business; and (d) transactions described in Schedule 6.12any Restricted Payment permitted by Section 6.4; and (e) any Permitted Investment.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 510% or more of any class of Capital Stock of Holdings Company or any of its Subsidiaries or with any Affiliate of Holdings Company or of any such holder, on terms that are less favorable to Holdings Company or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between Company and any Guarantor Subsidiarywholly-owned Subsidiary or between wholly-owned Subsidiaries; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Holdings Company and its Subsidiaries; (c) compensation arrangements for officers and other employees of Holdings Company and its Subsidiaries entered into in the ordinary course of business; (d) any transaction between Company and any of its wholly-owned Subsidiaries and GSII; and (de) transactions described in Schedule 6.12.. 106

Transactions with Shareholders and Affiliates. No Credit Party Neither Holdings nor Company shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of Capital Stock equity Securities of Holdings or any of its Subsidiaries or with any Affiliate of Holdings or of any such holder, on terms that are less favorable to Holdings or Company or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person Persons who is are not such a holder or Affiliate; provided, provided that the foregoing -------- restriction shall not apply to (ai) any transaction between Company and any Guarantor Subsidiary; of its wholly-owned Subsidiaries or between any of its wholly-owned 116 Subsidiaries, (bii) reasonable and customary fees paid to members of the board Boards of directors (or similar governing body) Directors of Holdings and its Company and their respective Subsidiaries; (c) compensation arrangements for officers and other employees of Holdings and its Subsidiaries entered into in the ordinary course of business; , and (diii) transactions described in Schedule 6.12the payment of Management Fees to the extent permitted under subsection 7.5.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of Capital Stock of Holdings Company or any of its Subsidiaries or with any Affiliate of Holdings Company or of any such holder, on terms that are materially less favorable to Holdings Company or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; provided, the SECOND LIEN CREDIT AGREEMENT EXECUTION 69 foregoing restriction shall not apply to (a) any transaction between Company and any Guarantor Subsidiary; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Holdings Company and its Subsidiaries; (c) compensation arrangements for officers and other employees of Holdings Company and its Subsidiaries entered into in the ordinary course of business; and (d) transactions described in Schedule 6.126.12 or in the offering circular for the Senior Subordinated Notes.

Transactions with Shareholders and Affiliates. No Credit 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 Holdings Company or any of its Subsidiaries or with any Affiliate of Holdings Company or of any such holder, on terms that are materially less favorable to Holdings Company or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between Company and any Guarantor Subsidiary; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Holdings Company and its Subsidiaries; (c) compensation arrangements for officers and other employees of Holdings Company and its Subsidiaries entered into in the ordinary course of business; and (d) transactions described in Schedule 6.126.12 or in the offering circular for the Senior Subordinated Notes.

Transactions with Shareholders and Affiliates. No Credit Loan Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of Capital Stock of Holdings or any of its Subsidiaries or with any Affiliate of Holdings the Lead Borrower or of any such holder, unless such transaction (i) has been disclosed to Administrative Agent, and (ii) is on terms that are no less favorable to Holdings the Lead Borrower or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; provided, provided the foregoing restriction shall not apply to (a) the payment by the Borrowers or any transaction between Company and any Guarantor Subsidiary; (b) of their Subsidiaries of reasonable and customary fees paid to members of the board of directors (or similar governing body) of Holdings its and its Subsidiaries’ Boards of Directors and the payment and provisions of reasonable compensation and benefits (including, without limitation, permitted incentive stock plans) to officers; (cb) compensation arrangements for officers and other employees of Holdings and its the Borrowers or any of their Subsidiaries entered into in the ordinary course of business; (c) transactions among the Loan Parties and (d) transactions described in Schedule 6.126.09.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 510% or more of any class of Capital Stock of Holdings or any of its Subsidiaries or with any Affiliate of Holdings or of any such holder, on terms that are less favorable to Holdings or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; providedPROVIDED, the foregoing restriction shall not apply to (a) any transaction between Company and any Guarantor Subsidiary100 Subsidiary or between any of the Guarantor Subsidiaries; (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 entered into in the ordinary course for officers and other employees of Holdings and its Subsidiaries entered into in the ordinary course of business; and (d) transactions described in Schedule SCHEDULE 6.12.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 510% or more of any class of Capital Stock of Holdings Company or any of its Subsidiaries or with any Affiliate of Holdings Company or of any such holder, on terms that are less favorable to Holdings Company or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between Company and any Guarantor SubsidiarySubsidiary or between Subsidiaries; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Holdings Company and its Subsidiaries; (c) compensation arrangements for officers and other employees of Holdings Company and its Subsidiaries entered into in the ordinary course of business; (d) transactions permitted in Section 6.1(o) and Section 6.5(c); and (de) transactions described in Schedule 6.12.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 510% or more of any class of Capital Stock of Holdings Company or any of its Restricted Subsidiaries or with any Affiliate of Holdings Company or of any such holder, on terms that are less favorable to Holdings Company or that Restricted Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between Company and any Guarantor SubsidiaryGuarantor; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Holdings Company and its Restricted Subsidiaries; (c) compensation arrangements for officers and other employees of Holdings Company and its Restricted Subsidiaries entered into in the ordinary course of business; and (d) transactions described in Schedule 6.12.

Transactions with Shareholders and Affiliates. No Credit Party shallCompany shall not, nor and shall it not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of Capital Stock equity Securities of Holdings or any of its Subsidiaries Company or with any Affiliate of Holdings or of any such holderCompany, on terms that are less favorable to Holdings Company or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person Persons who is are not such a holder or Affiliate; provided, provided that the foregoing restriction shall not apply to (ai) any transaction between Company and any Guarantor Subsidiary; of its Wholly-Owned Subsidiaries or between any of its Wholly-Owned Subsidiaries, (bii) reasonable and customary fees paid to members of the board Governing Bodies of directors (or similar governing body) of Holdings Company and its Subsidiaries; , (ciii) compensation arrangements and benefit plans for officers and other employees of Holdings Company and its Subsidiaries entered into or maintained or established in the ordinary course of business; and , (div) transactions described in Schedule 6.127.9 annexed hereto and (v) any Investment made in accordance with Section 7.3.

Transactions with Shareholders and Affiliates. No Except as otherwise permitted in this Agreement, no Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of Capital Stock of Holdings or any of its Subsidiaries Credit Party or with any Affiliate of Holdings or of any such holderCompany, on terms that are less favorable to Holdings Company or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between Company and any Guarantor SubsidiaryGuarantor; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Holdings Company and its Subsidiaries; (c) compensation arrangements for officers and other employees of Holdings Company and its Subsidiaries entered into in the ordinary course of business; and (d) transactions described in Schedule 6.12.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of Capital Stock of Holdings Company or any of its Subsidiaries or with any Affiliate of Holdings Company or of any such holder, except in the ordinary course of business and on terms that are less favorable to Holdings Company or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between Company and any Guarantor SubsidiaryGuarantor; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Holdings Company and its Subsidiaries; (c) compensation arrangements for officers and other employees of Holdings Company and its Subsidiaries entered into in the ordinary course of business; and (d) transactions described in Schedule 6.12; Company shall disclose in writing each transaction with any holder of 5% or more of any class of Capital 84 Stock of Company or any of its Subsidiaries or with any Affiliate of Company or of any such holder to Administrative Agent.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 515% or more of any class of Capital Stock of Holdings Company or any of its Subsidiaries or with any Affiliate of Holdings Company or of any such holder, on terms that are less favorable to Holdings Company or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between Company and any Guarantor SubsidiaryGuarantor; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Holdings Company and its Subsidiaries; (c) compensation arrangements for officers and other employees of Holdings Company and its Subsidiaries entered into in the ordinary course of business; and (d) transactions described in Schedule 6.12.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of Capital Stock of Holdings or any of its Subsidiaries or with any Affiliate of Holdings or of any such holder, on terms that are less favorable to Holdings or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; providedPROVIDED, the foregoing restriction shall not apply to (a) any transaction between Company and any Guarantor SubsidiarySubsidiary or between any of the Guarantor Subsidiaries; (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 entered into in the ordinary course for officers and other employees of Holdings and its Subsidiaries entered into in the ordinary course of business; and (dand(d) transactions described in Schedule 6.12SCHEDULE 6.11.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of Capital Stock of Holdings or any of its Subsidiaries or with any Affiliate of Holdings or of any such holder, on terms that are less favorable to Holdings or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between Company the Borrower and any Guarantor Subsidiary; (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; and (d) transactions described in Schedule 6.126.11.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of five percent (5% %) or more of any class of Capital Stock Equity Interests of Holdings the Company or any of its Subsidiaries or with any Affiliate of Holdings the Company or of any such holder, on terms that are less favorable to Holdings the Company or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between or among Credit Parties or between or among Subsidiaries of the Company and any Guarantor Subsidiarythat are not Credit Parties; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Holdings the Company and its Subsidiaries; (c) compensation arrangements for officers and other employees of Holdings the Company and its Subsidiaries entered into in the ordinary course of business; and (d) transactions described in Schedule 6.12with any Person that is an Affiliate by reason of the ownership by the Company or any of its Subsidiaries of Equity Interests of such Person.

Transactions with Shareholders and Affiliates. No Credit Other than the transactions contemplated by the Reorganization Plan, no Loan Party shall, nor and no Loan Party shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of Capital Stock equity Securities of Holdings or any of its Subsidiaries or with any Affiliate of Holdings or of any such holder, on terms that are less favorable to Holdings such Loan Party or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person Persons who is are not such a holder or Affiliate; provided, provided that the foregoing restriction shall not apply to (ai) any transaction between Company Holdings and any Guarantor Subsidiary; of its Wholly Owned Subsidiaries or between any of its Wholly Owned Subsidiaries or (bii) reasonable and customary fees paid to members of the board Boards of directors (or similar governing body) Directors 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; and (d) transactions described in Schedule 6.12.

Transactions with Shareholders and Affiliates. (a) No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 510% or more of any class of Capital Stock of Holdings Company or any of its Subsidiaries or with any Affiliate of Holdings Company or of any such holder, on terms that are less favorable to Holdings Company or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; provided, the -------- foregoing restriction shall not apply to (a) any transaction between Company and any Restricted Subsidiary or between any of the Guarantor SubsidiarySubsidiaries; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Holdings Company and its Subsidiaries; (c) compensation arrangements for officers and other employees of Holdings and its Subsidiaries entered into in the ordinary course of businessbusiness for officers and other employees of Company and its Subsidiaries; and (d) transactions described in Schedule 6.126.13.

Transactions with Shareholders and Affiliates. No Credit Note Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of Capital Stock of Holdings or any of its Subsidiaries or with any Affiliate of Holdings the Company; provided, however, that the Note Parties and their Subsidiaries may enter into or of permit to exist any such holder, on transaction if the terms that of such transaction are fair and reasonable and not less favorable to Holdings the Company or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; further; provided, that the foregoing restriction restrictions shall not apply to (a) any transaction between Company and any Guarantor Subsidiaryor among Note Parties; (b) reasonable and customary fees paid to members of the board Board of directors (Directors of the Company or similar governing body) any of Holdings and its Subsidiaries; (c) reasonable and customary reimbursement and compensation arrangements for officers officers, directors and other employees of Holdings and the Company or any of its Subsidiaries entered into in the ordinary course of business; and (d) transactions described in Schedule 6.12F; (e) the issuance of the Warrants and the exercise of any and all related rights by the holder in connection therewith; (f) transactions permitted by Sections 4.11 and 4.19 hereof; and (g) transactions involving aggregate payments or consideration of less than $2,500,000 (in one transaction or a series of transactions).

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of five percent (5% %) or more of any class of Capital Stock of Holdings the Company or any of its Subsidiaries or with any Affiliate of Holdings the Company or of any such holder, on terms that are less favorable to Holdings the Company or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between the Company and any Guarantor SubsidiaryGuarantor; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Holdings the Company and its Subsidiaries; (c) compensation arrangements for officers and other employees of Holdings the Company and its Subsidiaries entered into in the ordinary course of business; and (d) transactions described in Schedule 6.126.10. The Administrative Borrower shall disclose in writing each transaction with any holder of five percent (5%) or more of any class of Capital Stock of the Company or any of its Subsidiaries or with any Affiliate of the Company or of any such holder to the Administrative Agent and the Lenders.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of Capital Stock of Holdings Company or any of its Subsidiaries or with any Affiliate of Holdings Company or of any such holder, on terms that are less favorable to Holdings Company or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between Company and any Guarantor Subsidiary; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Holdings Company and its Subsidiaries; (c) compensation arrangements for officers and other employees of Holdings Company and its Subsidiaries entered into in the ordinary course of business; (d) Company may pay management fees to Sponsor pursuant to the terms of the Management Agreement as in effect on the date hereof; and (de) transactions described in Schedule 6.12.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 510% or more of any class of Capital Stock of Holdings or any of its Subsidiaries or with any Affiliate of Holdings or of any such holderHoldings, on terms that are less favorable to Holdings it or that such Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between Company and any Wholly-Owned Guarantor Subsidiary; (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 businessbusiness of Company and its Subsidiaries; and (d) transactions described in Schedule 6.12.connection with the Merger; (e) any Restricted Junior

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 515% or more of any class of Capital Stock of Holdings or any of its Subsidiaries or with any Affiliate of Holdings or of any such holder, on terms that are less favorable to Holdings or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between Company and any Guarantor Subsidiary; (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) management and other fees and expense reimbursements payable to Sponsor and its Affiliates pursuant to the Management Agreement and (de) transactions described in Schedule 6.12.

Transactions with Shareholders and Affiliates. No Except as otherwise permitted in this Agreement, no Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of Capital Stock of Holdings or any of its Subsidiaries Credit Party or with any Affiliate of Holdings or of any such holderHoldings, on terms that are less favorable to Holdings or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between Company and any Guarantor Subsidiary; (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; and (d) transactions described in Schedule 6.12.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of Capital Stock of Holdings or any of its Subsidiaries or with any Affiliate of Holdings or of any such holder, on terms that are materially less favorable to Holdings or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; provided, the foregoing restriction shall not apply to (ai) any transaction between Company or among (x) a Credit Party and any non-Guarantor SubsidiarySubsidiary in the ordinary course of business and consistent with past practice or (y) any Credit Parties; (bii) reasonable and customary fees and indemnities paid to members of the board of directors (or similar governing body) of Holdings and its Subsidiaries; (ciii) compensation arrangements for officers and other employees of Holdings and its Subsidiaries entered into in the ordinary course of business; and (div) transactions described in Schedule 6.126.11 (but not any changes thereto).

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of Capital Stock equity Securities of Holdings Company or any of its Subsidiaries or with any Affiliate of Holdings Company or of any such holder, on terms that are less favorable to Holdings Company or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person Persons who is are not such a holder or Affiliate; provided, provided that the foregoing restriction shall not apply to (a) any transaction between Company and any Guarantor Subsidiaryof its Subsidiaries or between any of the Subsidiaries; (b) reasonable and customary fees and expenses paid to members of the board Boards of directors (or similar governing body) Directors of Holdings Company and its Subsidiaries; or (c) compensation arrangements for officers and other employees of Holdings and its Subsidiaries entered into in the ordinary course of business; business with respect to officers and (d) transactions described in Schedule 6.12other employees of Company and its Subsidiaries.

Transactions with Shareholders and Affiliates. (a) No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 510% or more of any class of Capital Stock of Holdings Company or any of its Subsidiaries or with any Affiliate of Holdings Company or of any such holder, on terms that are less favorable to Holdings Company or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; provided, the foregoing -------- restriction shall not apply to (a) any transaction between Company and any Restricted Subsidiary or between any of the Guarantor SubsidiarySubsidiaries; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Holdings Company and its Subsidiaries; (c) compensation arrangements for officers and other employees of Holdings and its Subsidiaries entered into in the ordinary course of businessbusiness for officers and other employees of Company and its Subsidiaries; and (d) transactions described in Schedule 6.126.13.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of Capital Stock of Holdings Company or any of its Subsidiaries or with any Affiliate of Holdings Company or of any such holder, on terms that are less favorable to Holdings Company or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between Company and any Guarantor Subsidiary; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Holdings Company and its Subsidiaries; (c) compensation arrangements for officers and other employees of Holdings Company and its Subsidiaries entered into in the ordinary course of business; and (d) transactions described in Schedule 6.12.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of Capital Stock of Holdings or any of its Subsidiaries or with any Affiliate of Holdings or of any such holder, on terms that are less favorable to Holdings or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between the Company and any Guarantor Subsidiary; (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; and (d) payment of or on account of the Management Fee or similar fees payable to the Sponsor pursuant to the Management Agreement; (e) transactions described in Schedule 6.126.12 and (f) transactions permitted under Section 6.5(g).