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 Euramax or any of its Subsidiaries or with any Affiliate of Euramax or of any such holder, on terms that are less favorable to Euramax or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between or among Credit Parties; (b) reasonable and customary fees paid to Independent Outside Directors (provided that no fees shall be paid to directors other than Independent Outside Directors), and indemnities provided on behalf of, officers or members of the board of directors (or similar governing body) of Euramax and its Subsidiaries; (c) any employment or compensation arrangement or agreement, employee benefit plan or arrangement, officer or director indemnification agreement or any similar arrangement or other compensation arrangement entered into by and among Credit Parties in the Ordinary Course of Business; (d) Reserved; (e) other Restricted Junior Payments and Investments that are permitted by the provisions of Sections 6.5 or 6.7, respectively (including, without limitation, payments permitted thereunder with respect to the $125,000,000 Unsecured Debt); (f) transactions described in Schedule 6.12; (g) the grant of stock options, restricted stock, stock appreciation rights, phantom stock awards or similar rights to employees, directors and consultants approved by the board of directors; (h) transactions and payments of fees, costs and expenses in connection with the Transactions and the Permitted Restructuring and payment of the Transaction Costs otherwise permitted hereunder; (i) transactions with Affiliates solely in their capacity as holders of Indebtedness or Capital Stock of Euramax or any of its Subsidiaries, so long as such transaction is with all holders of such class (and there are such non-Affiliate holders) and such Affiliates are treated no more favorably than all other holders of such class generally; (j) transactions with Affiliates that are customers, clients, suppliers, joint venture partners or purchasers or sellers of goods or services (including pursuant to joint venture agreements) in the Ordinary Course of Business on terms not materially less favorable as might reasonably have been obtained at such time from a Person that is not an Affiliate of Euramax, as determined in good faith by Holdings or Euramax; and (k) sales of accounts receivables, or participations therein, or any related transaction, pursuant to the terms of a Permitted Receivables Financing.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 510% or more of any class of Capital Stock of Euramax Parent Borrower or any of its Subsidiaries (other than Lender and its affiliates) or with any Affiliate of Euramax Parent Borrower or of any such holder; provided that, on the Credit Parties and their Subsidiaries may enter into or permit to exist any such transaction if (i) in respect of any transaction involving aggregate annual revenues or aggregate annual expenses (whichever is greater) in excess of $1,000,000, the Requisite Lenders have consented to such transaction and (ii) the terms that of such transaction are not less favorable to Euramax Parent Borrower or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; provided, further, that the foregoing restriction restrictions shall not apply to (a) any transaction between or among Credit PartiesParent Borrower and any Guarantor Subsidiary (other than RLJ Australia); (b) to the extent permitted by Section 6.4(a)(ii), reasonable and customary fees paid to Independent Outside Directors (provided that no fees shall be paid to directors other than Independent Outside Directors), and indemnities provided on behalf of, officers or members of the board of directors (or similar governing body) of Euramax Parent Borrower and its Subsidiaries; (c) any employment or compensation arrangement or agreement, employee benefit plan or arrangement, officer or director indemnification agreement or any similar arrangement or arrangements for officers and other compensation arrangement employees of Parent Borrower and its Subsidiaries entered into by and among Credit Parties in the Ordinary Course ordinary course of Businessbusiness; (d) Reservedordinary course trade payables of Parent Borrower and/or its Subsidiaries that are held by Affiliates of Parent Borrower from time to time; (e) other Restricted Junior Payments and Investments that are permitted by the provisions of Sections 6.5 or 6.7, respectively (including, without limitation, payments permitted thereunder with respect to the extent permitted pursuant to Section 6.4(a), in an aggregate amount not to exceed $125,000,000 Unsecured Debt)350,000 in any Fiscal Year to pay the salaries, fees and expenses of Parent Borrower; (f) transactions described in Schedule 6.12; 6.11 and (g) the grant of stock options, restricted stock, stock appreciation rights, phantom stock awards or similar rights to employees, directors and consultants approved by the board of directors; (h) transactions and payments of fees, costs and expenses in connection with the Transactions and the Permitted Restructuring and payment of the Transaction Costs otherwise permitted hereunder; (i) transactions with Affiliates solely AMC; provided that, in their capacity as holders addition to the foregoing, any transaction (including any Permitted Service Agreement) between Parent Borrower or any Subsidiary of Indebtedness Parent Borrower, on the one hand, and any ACL Group member, on the other hand, shall only be entered into pursuant to a written agreement, which agreement shall be delivered to Administrative Agent prior to the effectiveness thereof. Parent Borrower shall disclose in writing each transaction with any holder of 5% or more of any class of Capital Stock of Euramax Parent Borrower (other than AMC, if applicable) or any of its Subsidiaries, so long as such transaction is Subsidiaries or with all holders of such class (and there are such non-Affiliate holders) and such Affiliates are treated no more favorably than all other holders of such class generally; (j) transactions with Affiliates that are customers, clients, suppliers, joint venture partners or purchasers or sellers of goods or services (including pursuant to joint venture agreements) in the Ordinary Course of Business on terms not materially less favorable as might reasonably have been obtained at such time from a Person that is not an any Affiliate of Euramax, as determined in good faith by Holdings Parent Borrower or Euramax; of any such holder to Administrative Agent and (k) sales of accounts receivables, or participations therein, or any related transaction, pursuant to the terms of a Permitted Receivables FinancingLenders.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it Enter into or permit any of its Subsidiaries toto exist, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease lease, or exchange of any property Asset or the rendering of any service) with any holder of 5% or more of any class of Capital Stock equity interests of Euramax the Borrower or any of its Subsidiaries or Affiliates, or with any Affiliate of Euramax the Borrower or of any such holder, in each case other than a Loan Party, on terms taken as a whole that are less favorable to Euramax or that Subsidiary, as the case may be, Borrower than those terms that might be obtained at the time from a Person Persons who is are not such a holder holder, Subsidiary, or Affiliate, or if such transaction is not one in which terms could be obtained from such other Person on terms that are not negotiated in good faith on an arm’s length basis, and prior to the Borrower or any of its Subsidiaries engaging in any such transaction described in this Section 6.7, other than transactions in de minimis amounts, the Borrower shall determine that such transaction has been negotiated in good faith and on an arm’s length basis; provided, however, that the foregoing restriction shall not apply to prohibit (a) any transaction between or among Credit Parties; Debt permitted under Section 6.1, (b) reasonable and customary fees paid to Independent Outside Directors (provided that no fees shall be paid to directors other than Independent Outside Directors)Permitted Investments, and indemnities provided on behalf of, officers or members of the board of directors (or similar governing body) of Euramax and its Subsidiaries; (c) any employment or compensation arrangement or agreementthe execution, employee benefit plan or arrangementdelivery and performance of the agreements evidencing the obligation to pay the Management Fees, officer or director indemnification agreement or any similar arrangement or other compensation arrangement entered into by and among Credit Parties in the Ordinary Course of Business; (d) Reserved; (e) other Restricted Junior Payments and Investments that are permitted transactions contemplated by the provisions of Sections 6.5 or 6.7, respectively (including, without limitation, payments permitted thereunder with respect to the $125,000,000 Unsecured Debt); (f) transactions described in agreements set forth on Schedule 6.12; (g) the grant of stock options, restricted stock, stock appreciation rights, phantom stock awards or similar rights to employees, directors and consultants approved by the board of directors; (h) transactions and payments of fees, costs and expenses 6.7 effected in connection with the Transactions and the Permitted Restructuring and payment of the Transaction Costs otherwise permitted hereunder; IPO, (ie) transactions with Affiliates solely in their capacity as holders of Indebtedness or Capital Stock of Euramax or any of its Subsidiaries, so long as such transaction is with all holders of such class (and there are such non-Affiliate holders) and such Affiliates are treated no more favorably than all other holders of such class generally; (j) transactions with Affiliates that are customers, clients, suppliers, joint venture partners or purchasers or sellers of goods or services (including pursuant to joint venture agreements) in the Ordinary Course of Business on terms not materially less favorable as might reasonably have been obtained at such time from a Person that is not an Affiliate of Euramax, as determined in good faith by Holdings or Euramax; and (k) sales of accounts receivables, or participations therein, or any related transaction, ordinary course pursuant to the terms of a Permitted Receivables FinancingBenefit Plan, (f) any investment in a Co-Invest Entity or (g) transactions involving the use, transfer, or other disposition of any Assets, to the extent that (i) the Distribution by the Borrower of such Assets would not have violated this Agreement and (ii) such use, transfer, or other disposition would not otherwise result in an Event of Default or an Unmatured Event of Default.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it Enter into or permit any of its Subsidiaries toto exist, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease lease, or exchange of any property Asset or the rendering of any service) with any holder of 5% or more of any class of Capital Stock equity interests of Euramax Borrower or any of its Subsidiaries or Affiliates, or with any Affiliate of Euramax Borrower or of any such holder, in each case other than a Loan Party, on terms taken as a whole that are less favorable to Euramax or that Subsidiary, as the case may be, Borrower than those terms that might be obtained at the time from a Person Persons who is are not such a holder holder, Subsidiary, or Affiliate; provided, or if such transaction is not one in which terms could be obtained from such other Person on terms that are not negotiated in good faith on an arm’s length basis. Prior to Borrower or any of its Subsidiaries engaging in any such transaction described in this Section 6.8, other than transactions in de minimis amounts, Borrower shall determine that such transaction has been negotiated in good faith and on an arm’s length basis. In no event shall the foregoing restriction shall not restrictive covenant apply to (a) any transaction between or among Credit Parties; debt permitted under Section 6.1, (b) reasonable and customary fees paid to Independent Outside Directors (provided that no fees shall be paid to directors other than Independent Outside Directors)Permitted Investments, and indemnities provided on behalf of, officers or members of the board of directors (or similar governing body) of Euramax and its Subsidiaries; (c) any employment or compensation arrangement or agreementthe execution, employee benefit plan or arrangement, officer or director indemnification agreement or any similar arrangement or other compensation arrangement entered into by delivery and among Credit Parties in performance of the Ordinary Course of Business; agreements evidencing the obligation to pay the Management Fees. (d) Reserved; (e) other Restricted Junior Payments and Investments that are permitted transactions contemplated by the provisions of Sections 6.5 or 6.7, respectively (including, without limitation, payments permitted thereunder with respect to agreements set forth on the $125,000,000 Unsecured Debt); (f) transactions described in Schedule 6.12; (g) the grant of stock options, restricted stock, stock appreciation rights, phantom stock awards or similar rights to employees, directors and consultants approved by the board of directors; (h) transactions and payments of fees, costs and expenses Disclosure Statement effected in connection with the Transactions and the Permitted Restructuring and payment of the Transaction Costs otherwise permitted hereunder; IPO Event, (ie) transactions with Affiliates solely in their capacity as holders of Indebtedness or Capital Stock of Euramax or any of its Subsidiaries, so long as such transaction is with all holders of such class (and there are such non-Affiliate holders) and such Affiliates are treated no more favorably than all other holders of such class generally; (j) transactions with Affiliates that are customers, clients, suppliers, joint venture partners or purchasers or sellers of goods or services (including pursuant to joint venture agreements) in the Ordinary Course of Business on terms not materially less favorable as might reasonably have been obtained at such time from a Person that is not an Affiliate of Euramax, as determined in good faith by Holdings or Euramax; and (k) sales of accounts receivables, or participations therein, or any related transaction, ordinary course pursuant to the terms of a Permitted Receivables FinancingBenefit Plan, (f) any investment in a Co-Invest Entity or (g) transactions involving the use, transfer, or other disposition of any Assets, to the extent that (i) the Distribution by Borrower of such Assets would not have violated this Agreement and (ii) such use, transfer, or other disposition would not otherwise result in an Event of Default or an Unmatured Event of Default.

Transactions with Shareholders and Affiliates. No Credit Party shallThe Parent shall not, nor and shall it not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (to the extent such transaction is a reportable event under Item 404 of Regulation S-K of the Securities Act of 1933, as amended) (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 Interests of Euramax or any of its Subsidiaries the Parent or with any Affiliate of Euramax the Parent or of any such holder, on terms that are less favorable to Euramax the Borrower 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 the Parent and any of its direct and indirect wholly-owned Subsidiaries or among Credit Parties; between any of its wholly-owned Subsidiaries, (bii) any transaction consummated in connection with a Permitted Reorganization, (iii) reasonable and customary fees paid to Independent Outside Directors (provided that no fees shall be paid to directors other than Independent Outside Directors), and indemnities provided on behalf of, officers or members of the board Board of directors Directors (or similar equivalent governing body) of Euramax the Parent and its Subsidiaries; , (civ) any employment or compensation arrangement or agreement, employee benefit plan or arrangement, officer or director indemnification agreement or any similar arrangement or other compensation arrangement entered into by the payment of reasonable legal fees and among Credit Parties in the Ordinary Course of Business; (d) Reserved; (e) other Restricted Junior Payments and Investments that are permitted expenses incurred by the provisions of Sections 6.5 or 6.7, respectively (including, without limitation, payments permitted thereunder with respect to the $125,000,000 Unsecured Debt); (f) transactions described in Schedule 6.12; (g) the grant of stock options, restricted stock, stock appreciation rights, phantom stock awards or similar rights to employees, directors and consultants approved by the board of directors; (h) transactions and payments of fees, costs and expenses Existing Stockholders in connection with their investment in the Transactions Loan Parties and their Subsidiaries, or (v) any transaction set forth on Schedule 5.02(h); provided, further that in no event shall the Permitted Restructuring and payment of the Transaction Costs otherwise permitted hereunder; (i) transactions with Affiliates solely in their capacity as holders of Indebtedness or Capital Stock of Euramax Borrower or any of its SubsidiariesSubsidiaries pay, so long as such transaction is with all holders of such class at any time, any fees (and there are such non-Affiliate holders) and such Affiliates are treated no more favorably than all other holders of such class generally; (j) transactions with Affiliates that are customers, clients, suppliers, joint venture partners or purchasers or sellers of goods or services (including pursuant to joint venture agreements) whether in the Ordinary Course form of Business on terms not materially less favorable as might reasonably have been obtained at such time from a Person that is not an Affiliate of Euramaxcash, as determined in good faith by Holdings equity incentives or Euramax; and (kotherwise) sales of accounts receivablesto any Affiliates for management, consulting or participations therein, or any related transaction, pursuant to the terms of a Permitted Receivables Financingsimilar services.

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 five percent (5% %) or more of any class of Capital Stock Equity Interests of Euramax a Note Party or any of its Subsidiaries (or any Affiliate of such holder) or with any Affiliate of Euramax a Note Party or of any such holder, holder other than the following: (a) transactions on fair and reasonable terms that are no less favorable to Euramax the Note Parties or that Subsidiary, such Subsidiary as would be obtainable by the Note Parties or such Subsidiary in a comparable arm’s length transaction with a Person other than an Affiliate (in the case may beof any such transaction that involves payments, than those individually or in the aggregate, in excess of One Hundred Thousand Dollars ($100,000), the Issuer shall provide to the Administrative Agent five (5) Business Days prior written notice of such transaction and, if so requested to do so prior to the proposed closing of such transaction, the Issuer shall provide to the Administrative Agent evidence demonstrating that might such transaction will be obtained at arm’s length); (i) customary compensation arrangements for, benefits for, and employment arrangements with, directors, officers, members, managers and other employees of the time from a Person who is not such a holder or AffiliateTopco and its Subsidiaries entered into in the ordinary course of business and consistent with past practices and (ii) customary indemnification for, and reimbursement of expenses of, directors, officers and other employees of the Topco and its Subsidiaries entered into in the ordinary course of business and consistent with past practices; provided, the foregoing restriction that no increase in compensation or bonuses shall not apply be permitted to (a) any transaction between be provided or among Credit Parties; (b) reasonable and customary fees paid to Independent Outside Directors (provided that no fees shall be paid the extent inconsistent with the Note Parties’ historical ordinary course of business practices as in effect prior to directors other than Independent Outside Directors), and indemnities provided on behalf of, officers or members of the board of directors (or similar governing body) of Euramax and its SubsidiariesClosing Date; and (c) any employment or compensation arrangement or agreement, employee benefit plan or arrangement, officer or director indemnification agreement or any similar arrangement or other compensation arrangement entered into by and among Credit Parties in the Ordinary Course of Business; (d) Reserved; (e) other Restricted Junior Payments and Investments that are permitted by the provisions of Sections 6.5 or 6.7, respectively (including, without limitation, payments permitted thereunder with respect to the $125,000,000 Unsecured Debt); (f) transactions described in Schedule 6.12; (g) the grant of stock options, restricted stock, stock appreciation rights, phantom stock awards or similar rights to employees, directors and consultants approved by the board of directors; (h) transactions and payments of fees, costs and expenses in connection with the Transactions and the Permitted Restructuring and payment of the Transaction Costs otherwise permitted hereunder; (i) transactions with Affiliates solely in their capacity as holders of Indebtedness or Capital Stock of Euramax or any of its Subsidiaries, so long as such transaction is with all holders of such class (and there are such non-Affiliate holders) and such Affiliates are treated no more favorably than all other holders of such class generally; (j) transactions with Affiliates that are customers, clients, suppliers, joint venture partners or purchasers or sellers of goods or services (including pursuant to joint venture agreements) in , instruments or arrangements set forth on Schedule 6.12 on the Ordinary Course of Business on terms not materially less favorable as might reasonably have been obtained at such time from a Person that is not an Affiliate of Euramax, as determined in good faith by Holdings or Euramax; and (k) sales of accounts receivables, or participations therein, or any related transaction, pursuant to the terms of a Permitted Receivables FinancingClosing Date.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it Enter into or permit any of its Subsidiaries toto exist, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease lease, or exchange of any property Asset or the rendering of any service) with any holder of 5% or more of any class of Capital Stock equity interests of Euramax Borrower or any of its Subsidiaries or Affiliates, or with any Affiliate of Euramax Borrower or of any such holder, in each case other than a Loan Party, on terms taken as a whole that are less favorable to Euramax or that Subsidiary, as the case may be, Borrower than those terms that might be obtained at the time from a Person Persons who is are not such a holder holder, Subsidiary, or Affiliate; provided, or if such transaction is not one in which terms could be obtained from such other Person, on terms that are not negotiated in good faith on an arm’s length basis. Prior to Borrower or any of its Restricted Subsidiaries engaging in any such transaction described in this Section 6.8, other than transactions in de minimis amounts, Borrower shall determine that such transaction has been negotiated in good faith and on an arm’s length basis. In no event shall the foregoing restriction shall not restrictive covenant apply to (a) any transaction between or among Credit Parties; debt permitted under Section 6.1, (b) reasonable Permitted Investments, (c) the execution, delivery and customary fees paid performance of the agreements evidencing the obligation to Independent Outside Directors pay the Management Fees, (provided d) transactions contemplated by the agreements set forth on the Disclosure Statement effected in connection with the IPO Event, (e) transactions in the ordinary course pursuant to the terms of a Benefit Plan, (f) any investment in a Fund, (g) transactions involving the use, transfer, or other disposition of any Assets, to the extent that no fees (i) the Distribution by Borrower of such Assets would not have violated this Agreement and (ii) such use, transfer, or other disposition would not otherwise result in an Event of Default or an Unmatured Event of Default or (h) transactions approved by the conflicts committee of the board of directors of PTP ((or similar governing body) of the general partner of PTP (or of the PTP, as applicable) (which committee shall be paid to directors other than Independent Outside Directors), and indemnities provided on behalf of, officers or members comprised of the at least one independent member of such board of directors (or similar governing body) of Euramax and its Subsidiaries; (c) any employment or compensation arrangement or agreement, employee benefit plan or arrangement, officer or director indemnification agreement or any similar arrangement or other compensation arrangement entered into by and among Credit Parties in the Ordinary Course of Business; (d) Reserved; (e) other Restricted Junior Payments and Investments that are permitted by the provisions of Sections 6.5 or 6.7, respectively (including, without limitation, payments permitted thereunder with respect to the $125,000,000 Unsecured Debt); (f) transactions described in Schedule 6.12; (g) the grant of stock options, restricted stock, stock appreciation rights, phantom stock awards or similar rights to employees, directors and consultants approved by the board of directors; (h) transactions and payments of fees, costs and expenses in connection with the Transactions and the Permitted Restructuring and payment of the Transaction Costs otherwise permitted hereunder; (i) transactions with Affiliates solely in their capacity as holders of Indebtedness or Capital Stock of Euramax or any of its Subsidiaries, so long as such transaction is with all holders of such class (and there are such non-Affiliate holders) and such Affiliates are treated no more favorably than all other holders of such class generally; (j) transactions with Affiliates that are customers, clients, suppliers, joint venture partners or purchasers or sellers of goods or services (including pursuant to joint venture agreements) in the Ordinary Course of Business on terms not materially less favorable as might reasonably have been obtained at such time from a Person that is not an Affiliate of Euramax, as determined in good faith by Holdings or Euramax; and (k) sales of accounts receivables, or participations therein, or any related transaction, pursuant to the terms of a Permitted Receivables Financing).

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it Enter into or permit any of its Subsidiaries toto exist, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease lease, or exchange of any property Asset or the rendering of any service) with any holder of 5% or more of any class of Capital Stock equity interests of Euramax Borrower or any of its Subsidiaries or Affiliates, or with any Affiliate of Euramax Borrower or of any such holder, in each case other than a Loan Party, on terms taken as a whole that are less favorable to Euramax or that Subsidiary, as the case may be, Borrower than those terms that might be obtained at the time from a Person Persons who is are not such a holder holder, Subsidiary, or Affiliate; provided, or if such transaction is not one in which terms could be obtained from such other Person, on terms that are not negotiated in good faith on an arm’s length basis. Prior to Borrower or any of its Restricted Subsidiaries engaging in any such transaction described in this Section 6.8, other than transactions in de minimis amounts, Borrower shall determine that such transaction has been negotiated in good faith and on an arm’s length basis. In no event shall the foregoing restriction shall not restrictive covenant apply to (a) any transaction between or among Credit Parties; debt permitted under Section 6.1, (b) reasonable and customary fees paid to Independent Outside Directors (provided that no fees shall be paid to directors other than Independent Outside Directors)Permitted Investments, and indemnities provided on behalf of, officers or members of the board of directors (or similar governing body) of Euramax and its Subsidiaries; (c) any employment or compensation arrangement or agreementthe execution, employee benefit plan or arrangementdelivery and performance of the agreements evidencing the obligation to pay the Management Fees., officer or director indemnification agreement or any similar arrangement or other compensation arrangement entered into by and among Credit Parties in the Ordinary Course of Business; (d) Reserved; (e) other Restricted Junior Payments and Investments that are permitted transactions contemplated by the provisions of Sections 6.5 or 6.7, respectively (including, without limitation, payments permitted thereunder with respect to agreements set forth on the $125,000,000 Unsecured Debt); (f) transactions described in Schedule 6.12; (g) the grant of stock options, restricted stock, stock appreciation rights, phantom stock awards or similar rights to employees, directors and consultants approved by the board of directors; (h) transactions and payments of fees, costs and expenses Disclosure Statement effected in connection with the Transactions and the Permitted Restructuring and payment of the Transaction Costs otherwise permitted hereunder; IPO Event, (ie) transactions with Affiliates solely in their capacity as holders of Indebtedness or Capital Stock of Euramax or any of its Subsidiaries, so long as such transaction is with all holders of such class (and there are such non-Affiliate holders) and such Affiliates are treated no more favorably than all other holders of such class generally; (j) transactions with Affiliates that are customers, clients, suppliers, joint venture partners or purchasers or sellers of goods or services (including pursuant to joint venture agreements) in the Ordinary Course of Business on terms not materially less favorable as might reasonably have been obtained at such time from a Person that is not an Affiliate of Euramax, as determined in good faith by Holdings or Euramax; and (k) sales of accounts receivables, or participations therein, or any related transaction, ordinary course pursuant to the terms of a Permitted Receivables FinancingBenefit Plan, (f) any investment in a Co-Invest Entity orFund, (g) transactions involving the use, transfer, or other disposition of any Assets, to the extent that (i) the Distribution by Borrower of such Assets would not have violated this Agreement and (ii) such use, transfer, or other disposition would not otherwise result in an Event of Default or an Unmatured Event of Default or (h) transactions approved by the conflicts committee of the board of directors of PTP (which committee shall be comprised of at least one independent member of such board of directors).

Transactions with Shareholders and Affiliates. No Credit Party shallCompany shall not, nor and shall it not permit any Restricted Subsidiary of its Subsidiaries Company to, directly or indirectly, conduct any business or enter into or permit to exist any transaction or series of similar transactions (including including, without limitation, the purchase, sale, transfer, lease or exchange of any property or the rendering of any service) with (i) any direct or indirect holder of more than 5% or more of any class of Capital Stock of Euramax Company or of any Restricted Subsidiary of Company (other than transactions between or among Company and/or its Restricted Subsidiaries except for Restricted Subsidiaries owned in any part by the Principal Shareholders), or with (ii) any Affiliate of Euramax Company (other than transactions between or among Company and/or its Restricted Subsidiaries except for Restricted Subsidiaries owned in any part by the Principal Shareholders) (each of any the foregoing, a ``Shareholder/Affiliate Transaction'') unless the terms of such holderbusiness, on transaction or series of transactions (a) are set forth in writing and (b) are as favorable to Company or such Restricted Subsidiary in all material respects as terms that are less favorable to Euramax or that Subsidiary, as the case may be, than those that might would be obtained obtainable at the time from for a comparable transaction or series of similar transactions in arm's-length dealings with a Person who which is not such a holder stockholder or Affiliate and, if such transaction or series of transactions involves payment for services of such a stockholder or Affiliate; provided, (x) for amounts greater than $10,000,000 and less than $25,000,000 per annum, Company shall deliver an Officers' Certificate to the foregoing restriction shall not apply to (a) any transaction between or among Credit Parties; Administrative Agent certifying that such Shareholder/Affiliate Transaction complies with clause (b) reasonable and customary fees paid above or (y) for amounts equal to Independent Outside Directors or greater than $25,000,000 per annum, then (provided that no fees shall be paid to directors other than Independent Outside Directors), and indemnities provided on behalf of, officers or A) a majority of the disinterested members of the board of directors shall in good faith determine that such payments are fair consideration for the services performed or to be performed (evidenced by a Board Resolution) or (B) Company must receive a favorable opinion from a nationally recognized investment banking firm chosen by Company or, if no such investment banking firm is in a position to provide such opinion, a similar governing body) of Euramax and its Subsidiaries; firm chosen by Company (c) any employment or compensation arrangement or agreement, employee benefit plan or arrangement, officer or director indemnification agreement or any similar arrangement or other compensation arrangement entered into by and among Credit Parties having expertise in the Ordinary Course specific area which is the subject of Businessthe opinion), that such payments are fair consideration for the services performed or to be performed (a copy of which shall be delivered to the Administrative Agent); provided that the foregoing requirements of this subsection 6.8 shall not apply to: (di) ReservedShareholder/Affiliate Transactions involving the purchase or sale of crude oil in the ordinary course of Company's business, so long as such transactions are priced in line with the market price of a crude benchmark and the pricing of such transactions is equivalent to the pricing of comparable transactions with unrelated third parties; and provided further that the Gulf Payments shall not be deemed a Shareholder/Affiliate Transaction, (eii) other Restricted Junior Payments and Investments that are permitted by the provisions of Sections 6.5 subsection 6.5; (iii) payments made in connection with the Blackstone Transaction, including fees to Blackstone; (iv) payment of annual management, consulting, monitoring and advisory fees and related expenses to Blackstone and its Affiliates; (v) payment of reasonable and customary fees paid to, and indemnity provided on behalf of, officers, directors, employees or 6.7consultants of Company or any Restricted Subsidiary; (vi) payments by Company or any of its Restricted Subsidiaries to Blackstone and its Affiliates made for any financial advisory, respectively (financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments permitted thereunder with respect to the $125,000,000 Unsecured Debt); (f) transactions described in Schedule 6.12; (g) the grant of stock options, restricted stock, stock appreciation rights, phantom stock awards or similar rights to employees, directors and consultants are approved by a majority of the board of directors; directors of Company in good faith; (hvii) transactions and payments of fees, costs and expenses in connection with the Transactions and the Permitted Restructuring and payment or loans to employees or consultants which are approved by a majority of the Transaction Costs otherwise permitted hereunderboard of directors of Company in good faith; (viii) any agreement in effect on the Closing Date and any amendment thereto (so long as any such amendment is not disadvantageous to the Lenders in any material respect) or any transaction contemplated thereby; or (iix) transactions with Affiliates solely in their capacity as holders of Indebtedness any stockholder agreement or Capital Stock of Euramax registration rights agreement to which Company is a party on the Closing Date and any similar agreements which it may enter into thereafter; provided that the performance by Company or any of its Subsidiaries, so long as Restricted Subsidiaries of obligations under any future amendment or under such transaction is with all holders of such class a similar agreement entered into after the Closing Date shall only be permitted by this clause (and there are such non-Affiliate holdersix) and such Affiliates are treated no more favorably than all other holders of such class generally; (j) transactions with Affiliates to the extent that are customers, clients, suppliers, joint venture partners or purchasers or sellers of goods or services (including pursuant to joint venture agreements) in the Ordinary Course of Business on terms not materially less favorable as might reasonably have been obtained at such time from a Person that is not an Affiliate of Euramax, as determined in good faith by Holdings or Euramax; and (k) sales of accounts receivables, or participations therein, or any related transaction, pursuant to the terms of a Permitted Receivables Financingany such amendment or new agreement are not disadvantageous to the Lenders in any material respect.

Transactions with Shareholders and Affiliates. No Credit Party shall, Neither the Issuer 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 or holders of more than five percent (5% or more %) of any class of Capital Stock equity Securities of Euramax the Issuer or any of its Subsidiaries Opco, or with any Affiliate of Euramax or of any such holderthe Issuer which is not its Subsidiary, on terms that are less favorable to Euramax the Issuer 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 . Nothing contained in this SECTION 8.08 shall not apply to prohibit (ai) any transaction between expressly permitted by SECTIONS 8.01, 8.05 or among Credit Parties8.06; (bii) reasonable increases in compensation and benefits for officers and employees of the Issuer or any of its Subsidiaries which are customary fees paid to Independent Outside Directors (provided in the industry or consistent with the past business practice of the Issuer or such Subsidiary, PROVIDED, that no fees shall be paid to directors other than Independent Outside Directors), Event of Default or Potential Event of Default has occurred and indemnities provided on behalf of, officers or members of the board of directors (or similar governing body) of Euramax and its Subsidiariesis continuing; (ciii) any employment or compensation arrangement or agreement, employee benefit plan or arrangement, officer or director indemnification agreement or any similar arrangement or other compensation arrangement entered into by payment of customary directors' fees and among Credit Parties in the Ordinary Course of Businessindemnities; (div) Reservedperformance of any obligations arising under the Transaction Documents or the Shareholders Agreement; or (e) other Restricted Junior Payments and Investments that are permitted by the provisions of Sections 6.5 or 6.7, respectively (including, without limitation, payments permitted thereunder with respect to the $125,000,000 Unsecured Debt); (fv) transactions described in Schedule 6.12; (g) between the grant of stock options, restricted stock, stock appreciation rights, phantom stock awards Issuer and Opco or similar rights to employees, directors Opco and consultants approved by the board of directors; (h) transactions and payments of fees, costs and expenses in connection with the Transactions and the Permitted Restructuring and payment of the Transaction Costs otherwise permitted hereunder; (i) transactions with Affiliates solely in their capacity as holders of Indebtedness or Capital Stock of Euramax or any of its Subsidiaries, so long as such transaction is with all holders PROVIDED, that no Event of such class (and there are such non-Affiliate holders) and such Affiliates are treated no more favorably than all other holders Default or Potential Event of such class generally; (j) transactions with Affiliates that are customers, clients, suppliers, joint venture partners or purchasers or sellers of goods or services (including pursuant to joint venture agreements) in the Ordinary Course of Business on terms not materially less favorable as might reasonably have been obtained at such time from a Person that is not an Affiliate of Euramax, as determined in good faith by Holdings or Euramax; and (k) sales of accounts receivables, or participations therein, or any related transaction, pursuant to the terms of a Permitted Receivables FinancingDefault results therefrom.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit None of the Company or any of its Restricted Subsidiaries to, shall directly or indirectly, 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 or holders of more than five percent (5% or more %) of any class of Capital Stock equity Securities of Euramax or any of its Subsidiaries a Borrower, or with any Affiliate of Euramax or of any such holder, a Borrower which is not a Restricted Subsidiary on terms that are less favorable to Euramax such Borrower or that any such Restricted Subsidiary, as the case may beapplicable, than those that might could 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 (a) any transaction between or among Credit Parties; (b) reasonable and customary fees paid to Independent Outside Directors (provided that no fees shall be paid to directors other than Independent Outside Directors)however, and indemnities provided on behalf of, officers or members of the board of directors (or similar governing body) of Euramax and its Subsidiaries; (c) any employment or compensation arrangement or agreement, employee benefit plan or arrangement, officer or director indemnification agreement or any similar arrangement or other compensation arrangement entered into by and among Credit Parties in the Ordinary Course of Business; (d) Reserved; (e) other Restricted Junior Payments and Investments that are permitted by the provisions of Sections 6.5 or 6.7, respectively (including, without limitation, payments permitted thereunder with respect to the $125,000,000 Unsecured Debt); (f) transactions described in Schedule 6.12; (g) the grant of stock options, restricted stock, stock appreciation rights, phantom stock awards or similar rights to employees, directors and consultants approved by the board of directors; (h) transactions and payments of fees, costs and expenses in connection with the Transactions and the Permitted Restructuring and payment of the Transaction Costs otherwise permitted hereunder; (i) transactions with Affiliates solely in their capacity as holders of Indebtedness or Capital Stock of Euramax annual advisory fees paid by the Company to Carlyle or any of its SubsidiariesAffiliates shall not exceed $100,000 in the aggregate in any Fiscal Year and (ii) Advisory fees paid by the Company to Carlyle or any of its Affiliates in connection with any Permitted Acquisition shall not exceed one percent (1%) of the purchase price thereof; provided, so long as further, that in each case any such transaction is with all holders payments to Carlyle or any of its Affiliates shall not be permitted if an Event of Default or a Default shall have occurred and be continuing at the date of payment thereof or would result therefrom. To the extent such class (and there are such non-Affiliate holders) and such payments to Carlyle or any of its Affiliates are treated no more favorably than all other holders of such class generally; (j) transactions with Affiliates that are customers, clients, suppliers, joint venture partners or purchasers or sellers of goods or services (including pursuant to joint venture agreements) in the Ordinary Course of Business on terms not materially less favorable as might reasonably have been obtained at such time from a Person that is not an Affiliate of Euramax, as determined in good faith by Holdings or Euramax; and (k) sales of accounts receivables, or participations therein, or any related transaction, prohibited pursuant to the terms preceding proviso, fees thereunder may accrue and be paid by the Company when (A) an Event of Default or Default is no longer continuing and (B) the Administrative Agent confirms in a Permitted Receivables FinancingCompliance Certificate delivered pursuant to Section 7.1(d), that the Company has been in compliance with the covenants set forth in Article X for each of the two fiscal quarters ending after such Event of Default or Default.

Transactions with Shareholders and Affiliates. No Credit Party shall, Neither the Borrower 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 or holders of more than five percent (5% or more %) of any class of Capital Stock equity Securities of Euramax the Borrower or any of its Subsidiaries the Parent, or with any Affiliate of Euramax or of any such holderthe Borrower which is not its Subsidiary, on terms that are less favorable to Euramax the Borrower 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 . Nothing contained in this SECTION 8.08 shall not apply to prohibit (ai) any transaction between expressly permitted by SECTIONS 8.01, 8.05 or among Credit Parties8.06; (bii) reasonable increases in compensation and benefits for officers and employees of the Borrower or any of its Subsidiaries which are customary fees paid to Independent Outside Directors (provided in the industry or consistent with the past business practice of the Borrower or such Subsidiary, PROVIDED, that no fees shall be paid to directors other than Independent Outside Directors), Event of Default or Potential Event of Default has occurred and indemnities provided on behalf of, officers or members of the board of directors (or similar governing body) of Euramax and its Subsidiariesis continuing; (ciii) any employment or compensation arrangement or agreement, employee benefit plan or arrangement, officer or director indemnification agreement or any similar arrangement or other compensation arrangement entered into by payment of customary directors' fees and among Credit Parties in the Ordinary Course of Businessindemnities; (div) Reservedperformance of any obligations arising under the Transaction Documents; or (e) other Restricted Junior Payments and Investments that are permitted by the provisions of Sections 6.5 or 6.7, respectively (including, without limitation, payments permitted thereunder with respect to the $125,000,000 Unsecured Debt); (fv) transactions described in Schedule 6.12; (g) between the grant of stock options, restricted stock, stock appreciation rights, phantom stock awards or similar rights to employees, directors and consultants approved by the board of directors; (h) transactions and payments of fees, costs and expenses in connection with the Transactions Borrower and the Permitted Restructuring Parent or the Borrower and payment of the Transaction Costs otherwise permitted hereunder; (i) transactions with Affiliates solely in their capacity as holders of Indebtedness or Capital Stock of Euramax or any of its Subsidiaries, so long as such transaction is with all holders PROVIDED that no Event of such class (and there are such non-Affiliate holders) and such Affiliates are treated no more favorably than all other holders Default or Potential Event of such class generally; (j) transactions with Affiliates that are customers, clients, suppliers, joint venture partners or purchasers or sellers of goods or services (including pursuant to joint venture agreements) in the Ordinary Course of Business on terms not materially less favorable as might reasonably have been obtained at such time from a Person that is not an Affiliate of Euramax, as determined in good faith by Holdings or Euramax; and (k) sales of accounts receivables, or participations therein, or any related transaction, pursuant to the terms of a Permitted Receivables FinancingDefault results therefrom.

Transactions with Shareholders and Affiliates. No Credit Party shall, Neither the Borrower 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 or holders of more than five percent (5% or more %) of any class of Capital Stock equity Securities of Euramax the Borrower or any of its Subsidiaries Opco, or with any Affiliate of Euramax or of any such holderthe Borrower which is not its Subsidiary, on terms that are less favorable to Euramax the Borrower 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 . Nothing contained in this SECTION 8.08 shall not apply to prohibit (ai) any transaction between expressly permitted by SECTIONS 8.01, 8.05 or among Credit Parties8.06; (bii) reasonable increases in compensation and benefits for officers and employees of the Borrower or any of its Subsidiaries which are customary fees paid to Independent Outside Directors (provided in the industry or consistent with the past business practice of the Borrower or such Subsidiary, PROVIDED, that no fees shall be paid to directors other than Independent Outside Directors), Event of Default or Potential Event of Default has occurred and indemnities provided on behalf of, officers or members of the board of directors (or similar governing body) of Euramax and its Subsidiariesis continuing; (ciii) any employment or compensation arrangement or agreement, employee benefit plan or arrangement, officer or director indemnification agreement or any similar arrangement or other compensation arrangement entered into by payment of customary directors' fees and among Credit Parties in the Ordinary Course of Businessindemnities; (div) Reservedperformance of any obligations arising under the Transaction Documents or the Shareholders Agreement; or (e) other Restricted Junior Payments and Investments that are permitted by the provisions of Sections 6.5 or 6.7, respectively (including, without limitation, payments permitted thereunder with respect to the $125,000,000 Unsecured Debt); (fv) transactions described in Schedule 6.12; (g) between the grant of stock options, restricted stock, stock appreciation rights, phantom stock awards Borrower and Opco or similar rights to employees, directors Opco and consultants approved by the board of directors; (h) transactions and payments of fees, costs and expenses in connection with the Transactions and the Permitted Restructuring and payment of the Transaction Costs otherwise permitted hereunder; (i) transactions with Affiliates solely in their capacity as holders of Indebtedness or Capital Stock of Euramax or any of its Subsidiaries, so long as such transaction is with all holders PROVIDED, that no Event of such class (and there are such non-Affiliate holders) and such Affiliates are treated no more favorably than all other holders Default or Potential Event of such class generally; (j) transactions with Affiliates that are customers, clients, suppliers, joint venture partners or purchasers or sellers of goods or services (including pursuant to joint venture agreements) in the Ordinary Course of Business on terms not materially less favorable as might reasonably have been obtained at such time from a Person that is not an Affiliate of Euramax, as determined in good faith by Holdings or Euramax; and (k) sales of accounts receivables, or participations therein, or any related transaction, pursuant to the terms of a Permitted Receivables FinancingDefault results therefrom.

Transactions with Shareholders and Affiliates. No Credit Party shallNotwithstanding anything contained herein to the contrary, Company will not, nor shall will it permit any of its Subsidiaries to, directly or indirectly (a) make any loan or advance to, or any capital contribution to or other Investment in, or 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 Wholesale Business unless (i) in the case of an Investment, such Investment is permitted under Section 7.3(t), (ii) in the case of a transaction, such transaction is on terms which are no less favorable to such Loan Party than those that might be obtained at the time in a comparable arm's-length transaction with a Person who is not such an Affiliate of any Loan Party, and (iii) no Potential Event of Default or Default or Event of Default shall have occurred and be continuing or would arise therefrom; or (b) 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 Euramax or any of its Subsidiaries Holdings or with any Affiliate of Euramax Holdings or of any such holder, on terms that when taken as a whole are less favorable to Euramax or that Subsidiary, as the case may be, such Loan Party than those that might be obtained at the time from in a comparable arm's-length transaction with a Person who is not such a holder or Affiliate; provided, provided that the foregoing restriction restrictions in this Section 7.9 shall not apply to (ai) any transaction between or solely among Credit Parties; Loan Parties (bexcluding for this purpose transactions among the Retail Business and any Wholesale Business), (ii) reasonable and customary fees paid to Independent Outside Directors (provided that no fees shall be paid to directors other than Independent Outside Directors), and indemnities provided on behalf of, officers or members of the board Governing Bodies of directors Loan Parties, (iii) the consummation of the Transactions or similar governing bodythe payment of Closing Date Financing Requirements, (iv) of Euramax transactions pursuant to and its Subsidiaries; in accordance with the Wholesale Shared Services Agreement, (cv) transactions between Company and Atlantic Broadband pursuant to and in accordance with the ABB Management Agreement, (vi) transactions between Company and Sponsor pursuant to and in accordance with the Sponsor Management Agreement, (vii) performance under any employment or compensation arrangement or contract, collective bargaining agreement, employee benefit plan or arrangementplan, officer or director indemnification related trust agreement or any similar arrangement or other compensation arrangement entered into by and among Credit Parties in the Ordinary Course ordinary course of Business; business, (dviii) Reserved; fees, compensation and other benefits to, and customary indemnity and reimbursement provided on behalf of employees, officers or consultants in the ordinary course of business, (eix) other the maintenance of benefit programs or arrangements for employees in the ordinary course of business, (x) Investments expressly permitted under Section 7.3(a) through Section 7.3(s), and (xi) Restricted Junior Payments and Investments that are expressly permitted by the provisions of Sections 6.5 or 6.7, respectively (including, without limitation, payments permitted thereunder with respect to the $125,000,000 Unsecured Debt); (f) transactions described in Schedule 6.12; (g) the grant of stock options, restricted stock, stock appreciation rights, phantom stock awards or similar rights to employees, directors and consultants approved by the board of directors; (h) transactions and payments of fees, costs and expenses in connection with the Transactions and the Permitted Restructuring and payment of the Transaction Costs otherwise permitted hereunder; (i) transactions with Affiliates solely in their capacity as holders of Indebtedness or Capital Stock of Euramax or any of its Subsidiaries, so long as such transaction is with all holders of such class (and there are such non-Affiliate holders) and such Affiliates are treated no more favorably than all other holders of such class generally; (j) transactions with Affiliates that are customers, clients, suppliers, joint venture partners or purchasers or sellers of goods or services (including pursuant to joint venture agreements) in the Ordinary Course of Business on terms not materially less favorable as might reasonably have been obtained at such time from a Person that is not an Affiliate of Euramax, as determined in good faith by Holdings or Euramax; and (k) sales of accounts receivables, or participations therein, or any related transaction, pursuant to the terms of a Permitted Receivables Financingunder Section 7.5.

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 Euramax Parent or any of its Subsidiaries Holdings or with any Affiliate of Euramax Company or Holdings or of any such holder: (i) in the case of any agreement or arrangement pursuant to which any Loan Party is obligated to pay any amounts to Permitted Holders or any of their respective Affiliates, without the prior written consent of Administrative Agent, and (ii) in all other cases, on terms that are less favorable to Euramax 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 apply: (a) to any transaction between Company and any of its wholly-owned Subsidiaries or among Credit Parties; between any of its wholly-owned Subsidiaries, (b) to reasonable and customary fees paid to Independent Outside Directors (provided that no fees shall be paid to directors other than Independent Outside Directors), and indemnities provided on behalf of, officers or members of the board Governing Bodies of directors (or similar governing body) of Euramax Company and its Subsidiaries; , (c) any employment so long as no Event of Default or compensation arrangement Potential Event of Default shall have occurred and be continuing or agreementshall be caused thereby, employee benefit plan or arrangement, officer or director indemnification agreement or any similar arrangement or other compensation arrangement entered into by and among Credit Parties in the Ordinary Course of Business; (d) Reserved; (e) other Restricted Junior Payments and Investments that are permitted by the provisions of Sections 6.5 or 6.7, respectively (including, without limitation, payments permitted thereunder with respect to the $125,000,000 Unsecured Debt); (f) transactions described in Schedule 6.12; (g) the grant of stock options, restricted stock, stock appreciation rights, phantom stock awards or similar rights to employees, directors and consultants approved by the board of directors; (h) transactions and payments of fees, costs and expenses Management Fees in connection accordance with the Transactions Advisory Services Agreement and the reimbursement of expenses of Permitted Restructuring and payment of the Transaction Costs otherwise permitted hereunder; (i) transactions with Affiliates solely Holders as provided therein, in their capacity as holders of Indebtedness or Capital Stock of Euramax or any of its Subsidiaries, each case so long as such transaction payment is with all holders permitted under subsection 9.5, (d) to indemnification payments to officers or directors of Loan Parties, and customary board of directors fees and expenses, and (e) to the extent the same would otherwise be prohibited by this Section 9.8, for certainty, to the provision of subcontracting services to Noramac for which the applicable Loan Party is paid an amount equal to the amount Noramac is paid by the counterparty to its contract taking into consideration the percentage of such class (and there are work performed for Noramac by such non-Affiliate holders) and such Affiliates are treated no more favorably than all other holders of such class generally; (j) transactions with Affiliates that are customers, clients, suppliers, Loan Party less any fees paid to the joint venture partners or purchasers or sellers of goods or services (including pursuant to joint venture agreements) partner in the Ordinary Course of Business on terms not materially less favorable as might reasonably have been obtained at such time from a Person that is not an Affiliate of Euramax, as determined in good faith by Holdings or Euramax; and (k) sales of accounts receivables, or participations therein, or any related transaction, pursuant to the terms of a Permitted Receivables FinancingNoramac.

Transactions with Shareholders and Affiliates. No Credit Party shallHoldings 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 Euramax or any of its Subsidiaries Holdings or with any Affiliate of Euramax Holdings or of any such holder, on terms that are less favorable to Euramax Holdings 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 Holdings and any of its wholly owned Subsidiaries or among between any of its wholly owned Subsidiaries, (ii) any payment from Borrower to Holdings expressly permitted under subsection 7.5, (iii) any employment agreement entered into by Holdings or any of its Subsidiaries in the ordinary course of business, (iv) any issuance of capital stock of Holdings in connection with employment arrangements, stock options and stock ownership plans of Holdings or any of its Subsidiaries entered into in the ordinary course of business, (v) any of the Recapitalization Transactions (as defined in the 1998 Credit Parties; Agreement) or the Transaction, (bvi) reasonable and customary fees paid to Independent Outside Directors (provided that no fees shall be paid to directors other than Independent Outside Directors), and indemnities provided on behalf of, officers or members of the board Boards of directors (or similar governing body) Directors of Euramax Holdings and its Subsidiaries; , (cvii) so long as no Event of Default under subsection 8.1, 8.6 or 8.7 is then in existence or would result from the payment thereof, (x) any employment or compensation arrangement or agreement, employee benefit plan or arrangement, officer or director indemnification agreement or any similar arrangement or other compensation arrangement entered into payment by and among Credit Parties in the Ordinary Course of Business; (d) Reserved; (e) other Restricted Junior Payments and Investments that are permitted by the provisions of Sections 6.5 or 6.7, respectively (including, without limitation, payments permitted thereunder with respect to the $125,000,000 Unsecured Debt); (f) transactions described in Schedule 6.12; (g) the grant of stock options, restricted stock, stock appreciation rights, phantom stock awards or similar rights to employees, directors and consultants approved by the board of directors; (h) transactions and payments of fees, costs and expenses in connection with the Transactions and the Permitted Restructuring and payment of the Transaction Costs otherwise permitted hereunder; (i) transactions with Affiliates solely in their capacity as holders of Indebtedness or Capital Stock of Euramax Holdings or any of its SubsidiariesSubsidiaries of Bain Management Fees under the Bain Advisory Services Agreement as anx xxen due, so long provided if any sucx xxes cannot be paid as such transaction is with all holders provided above as a result of the existence of such class (an Event of Default, such fees shall continue to accrue and there are such non-Affiliate holders) and such Affiliates are treated no more favorably than all other holders of such class generally; (j) transactions with Affiliates that are customers, clients, suppliers, joint venture partners or purchasers or sellers of goods or services (including pursuant shall be permitted to joint venture agreements) in the Ordinary Course of Business on terms not materially less favorable as might reasonably have been obtained be paid at such time from a Person that as all such Events of Default have been cured or waived and no other Event of Default is not an Affiliate of Euramax, as determined then in good faith existence and (y) any prepayment by Holdings or Euramax; of the Bain Management Fees owing to Bain over the term of the Bain Advisory Xxxvices Agreement to the extxxx permitted by subsectiox 0.5(vii)(y) and (kviii) sales (x) the reimbursement of accounts receivablesBain for its reasonable out-of-pocket expenses under the Bain Advisorx Xxrvices Agreement incurred in connection with performixx xanagement services to Holdings and its Subsidiaries and (y) the payment to Bain and related Persons of reasonable amounts payable to them in resxxxx of Indemnified Liabilities (as such term is defined in the Bain Advisory Services Agreement) in accordance with the terms and coxxxxions of the Bain Advisory Services Agreement, or participations therein, or any related transaction, pursuant except to the terms extent resulting from xxx gross negligence of a Permitted Receivables FinancingBain.