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 involving aggregate consideration in excess of $5,000,000 (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Borrower on terms that are less favorable to the 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, the foregoing restriction shall not apply to (a) any transaction between the Borrower and any of its Subsidiaries or among Subsidiaries of the Borrower; (b) customary fees paid to members of the board of directors (or similar governing body) of the Borrower and its Subsidiaries; (c) compensation or fees to, or the provision of benefits for officers, consultants and former consultants, directors and employees of the Borrower and its Subsidiaries entered into in the ordinary course of business (including, without limitation, loans and advances permitted under Section 6.06(i)); (d) transactions or arrangements described in Schedule 6.10 or any renewals or extensions of any such agreements (so long as such renewals or extensions are not less favorable in any material respect to the Borrower or its Subsidiaries); (e) any transactions between a Credit Party and any Person that is an Affiliate solely because a director of such Person is also a director of a Credit Party, so long as such director abstains from voting as a director of such Credit Party in any matter involving such Person; (f) Restricted Junior Payments permitted to be made under Section 6.04; (g) transactions with consultants, customers, clients, suppliers, lessees or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement; (h) transactions effected as a part of a Qualified Receivables Transaction and any Permitted Refinancing thereof; (i) Investments permitted under Sections 6.06(c), (o), (p) and (t); (j) the issuances of Equity Interests or other securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by a majority of the Board of Directors of the Borrower or majority of disinterested members of the Board of Directors or any direct or indirect parent company of a Subsidiary of the Borrower, as appropriate, in good faith; (k) any employment or consulting agreement, incentive agreement, employee benefit plan, severance agreement, stock option or stock ownership plan, or any similar arrangement entered into by the Borrower or any of its Subsidiaries in the ordinary course of business approved by the Board of Directors of the Borrower, and payments, awards, grants or issuances of Capital Stock or other securities pursuant thereto; (l) any transaction with a Person in its capacity as a holder of Indebtedness or Equity Interests of the Borrower or any of its Subsidiaries where such Person is treated no more favorably than the other holders of Indebtedness or Equity Interests of the Borrower or any of its Subsidiaries; and (m) entering into, making payments pursuant to and otherwise performing an indemnification and contribution agreement in favor of any Person and each Person who is or becomes a director, officer, agent or employee of the Borrower or any of its Subsidiaries, in respect of liabilities (i) arising under the Securities Act, the Exchange Act and any other applicable securities laws or otherwise, in connection with any offering of securities by the Borrower, (ii) incurred to third parties for any action or failure to act of the Borrower or any of its Subsidiaries, predecessors or successors, (iii) arising out of the fact that any indemnitee was or is a director, officer, agent or employee of the Borrower or any of its Subsidiaries, or is or was serving at the request of any such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise or (iv) to the fullest extent permitted by Delaware or other applicable state law, arising out of any breach or alleged breach by such indemnitee of his or her fiduciary duty as a director or officer of the Borrower or any of its Subsidiaries. For purposes of this Section 6.10, any transaction with any Affiliate shall be deemed to have satisfied the standard set forth in the first sentence hereof if such transaction shall be approved (in form and substance reasonably satisfactory to the Administrative Agent) by a nationally recognized expert with expertise in appraising the terms and conditions of the type of transaction for which approval is required.

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 involving aggregate consideration in excess of $5,000,000 (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Borrower Borrower, other than in the ordinary course of business and on terms and conditions that are no less favorable in any material respect to the Borrower 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 or among the Borrower and any of its Subsidiaries or among Subsidiaries of Guarantor Subsidiary to the Borrower; extent such transaction is otherwise permitted by this Agreement, (b) reasonable and customary fees paid to non-officer members of the board of directors (or similar governing body) of the Borrower and its Restricted Subsidiaries; , (c) compensation or fees tocompensation, or the provision of benefits employment and severance arrangements for directors, officers, consultants independent contractors and former consultants, directors and other employees of the Borrower and its Restricted Subsidiaries entered into in the ordinary course of business (includingbusiness, without limitation, loans and advances permitted under Section 6.06(i)); (d) transactions or arrangements described in Schedule 6.10 or 6.11 and any renewals or extensions of any such agreements (so long as such renewals or extensions amendments thereto that are not less favorable in any material respect to the Credit Parties taken as a whole as those provided for in the original agreements (it being understood that if the Borrower or its Subsidiariesdelivers to the Administrative Agent a certificate of an Authorized Officer together with a reasonably detailed description of the terms of such amendments stating that the Borrower has determined in good faith that such terms satisfy the foregoing requirement, then such amendments shall be deemed to satisfy the foregoing requirement); , (e) any transactions between a Credit Party and any Person that is an Affiliate solely because a director of such Person is also a director of a Credit Party, so long as such director abstains from voting as a director of such Credit Party in any matter involving such Person; (f) Restricted Junior Payments permitted to be made under Section 6.04; 6.5, (f) fees, expenses and indemnification payments made to the Sponsor and its Affiliates under the Registration Rights Agreement, (g) transactions with consultantspermitted among the Borrower and its Restricted Subsidiaries under Sections 6.1(f) and 6.1(m) and 6.7, customers, clients, suppliers, lessees or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement; (h) transactions effected as a part of a Qualified Receivables Transaction and any Permitted Refinancing thereof; (i) Investments permitted under Sections 6.06(c), (o), (p) and (t); (j) the issuances of Equity Interests or other securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, consulting employment arrangementsagreements, stock option options and stock ownership plans or similar employee benefit plans approved by a majority of the Board of Directors of the Borrower or majority of disinterested members of the Board of Directors or any direct or indirect parent company of a Subsidiary of the Borrower, as appropriate, in good faith; (k) any employment or consulting agreement, incentive agreement, employee benefit plan, severance agreement, stock option or stock ownership plan, or any similar arrangement entered into by the Borrower or any of its Subsidiaries in the ordinary course of business and approved by the Board of Directors of the Borrower, and payments, awards, grants or issuances of Capital Stock or other securities pursuant thereto; (l) any transaction with a Person in its capacity as a holder of Indebtedness or Equity Interests board of the Borrower or any of its Subsidiaries where such Person is treated no more favorably than the other holders of Indebtedness or Equity Interests of the Borrower or any of its Subsidiaries; applicable Restricted Subsidiary and (m) entering into, making payments pursuant to and otherwise performing an indemnification and contribution agreement in favor of any Person and each Person who is or becomes a director, officer, agent or employee of the Borrower or any of its Subsidiaries, in respect of liabilities (i) arising under employment and severance arrangements entered into in the Securities Act, the Exchange Act ordinary course of business between any Credit Party and any other applicable securities laws or otherwise, in connection with any offering of securities by the Borrower, (ii) incurred to third parties for any action or failure to act of the Borrower or any of its Subsidiaries, predecessors or successors, (iii) arising out of the fact that any indemnitee was or is a director, officer, agent or employee of the Borrower or any of its Subsidiaries, or is or was serving at the request of any such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise or (iv) to the fullest extent permitted by Delaware or other applicable state law, arising out of any breach or alleged breach by such indemnitee of his or her fiduciary duty as a director or officer of the Borrower or any of its Subsidiaries. For purposes of this Section 6.10, any transaction with any Affiliate shall be deemed to have satisfied the standard set forth in the first sentence hereof if such transaction shall be approved (in form and substance reasonably satisfactory to the Administrative Agent) by a nationally recognized expert with expertise in appraising the terms and conditions of the type of transaction for which approval is requiredthereof.

Transactions with Shareholders and Affiliates. No Credit Party shallBorrower shall not, nor and shall it not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction involving aggregate consideration in excess of $5,000,000 (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 equity Securities of Borrower or with any Affiliate of the Borrower or of any such holder, on terms that are less favorable to 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 Borrower and any of its Subsidiaries Subsidiary Guarantor or among Subsidiaries of the Borrowerbetween Subsidiary Guarantors; (bii) reasonable and customary fees paid to members of the board Boards of directors (or similar governing body) Directors of the Borrower and its Subsidiaries; (c) compensation or fees to, or the provision of benefits for officers, consultants and former consultants, directors and employees of the Borrower and its Subsidiaries entered into in an aggregate amount not to exceed $100,000 during any period of twelve consecutive months; (iii) payment to Trivest of a transaction fee not to exceed $1,400,000 in connection with the consummation of the Acquisition; (iv) payments made to Trivest in accordance with the provisions of the Trivest Management Agreement; provided that amounts payable under the Trivest Management Agreement shall not be (a) increased from amounts payable under the Trivest Management Agreement as in effect on the Closing Date (other than annual adjustments not to exceed $750,000 to reflect (1) any increase in the Consumer Price Index for all urban consumers, or (2) acquisitions consummated after the Closing Date in compliance with the provisions of subsection 7.7), or (b) payable upon the occurrence and during the continuation of a Potential Event of Default or an Event of Default; (v) payments to Trivest to enable the payment of out-of-pocket expenses of members of the board of directors of Trivest who are not otherwise employees or consultants to Trivest or any of its Subsidiaries or any of their respective Affiliates, provided that the aggregate amount of such fees shall not exceed $250,000 during any period of twelve consecutive months; (vi) Restricted Junior Payments expressly permitted pursuant to clause (i) or clause (iii) of subsection 7.5; and (vii) any transaction between Borrower and any of its Subsidiaries (other than a Subsidiary Guarantor) or between any such Subsidiaries that is in the ordinary course of business (including, without limitation, loans and advances permitted under Section 6.06(i)); (d) transactions or arrangements described in Schedule 6.10 or any renewals or extensions of any such agreements (so long as such renewals or extensions are not less favorable in any material respect to the Borrower or its Subsidiaries); (e) any transactions between a Credit Party and any Person that is an Affiliate solely because a director of such Person is also a director and consistent with its past business practices. Notwithstanding any provision of a Credit Partythis Agreement to the contrary, so long as Borrower or any of its Subsidiaries may reimburse Trivest for the allocable charges (including the reimbursement of reasonable out-of-pocket expenses) of the Trivest Legal Department for services rendered to Borrower and its Subsidiaries, provided that such director abstains from voting as a director of such Credit Party in any matter involving such Person; (f) Restricted Junior Payments permitted to be made under Section 6.04; (g) transactions with consultants, customers, clients, suppliers, lessees or purchasers or sellers of goods or services, in each case charges are incurred in the ordinary course of business and otherwise in compliance with the terms at rates no less favorable to Borrower and its Subsidiaries than rates that would be charged for similar services rendered by Persons who are not Affiliates of this Agreement; (h) transactions effected as a part of a Qualified Receivables Transaction and any Permitted Refinancing thereof; (i) Investments permitted under Sections 6.06(c), (o), (p) and (t); (j) the issuances of Equity Interests or other securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by a majority of the Board of Directors of the Borrower or majority of disinterested members of the Board of Directors or any direct or indirect parent company of a Subsidiary of the Borrower, as appropriate, in good faith; (k) any employment or consulting agreement, incentive agreement, employee benefit plan, severance agreement, stock option or stock ownership plan, or any similar arrangement entered into by the Borrower or any of its Subsidiaries in the ordinary course of business approved by the Board of Directors of the Borrower, and payments, awards, grants or issuances of Capital Stock or other securities pursuant thereto; (l) any transaction with a Person in its capacity as a holder of Indebtedness or Equity Interests of the Borrower or any of its Subsidiaries where such Person is treated no more favorably than the other holders of Indebtedness or Equity Interests of the Borrower or any of its Subsidiaries; and (m) entering into, making payments pursuant to and otherwise performing an indemnification and contribution agreement in favor of any Person and each Person who is or becomes a director, officer, agent or employee of the Borrower or any of its Subsidiaries, in respect of liabilities (i) arising under the Securities Act, the Exchange Act and any other applicable securities laws or otherwise, in connection with any offering of securities by the Borrower, (ii) incurred to third parties for any action or failure to act of the Borrower or any of its Subsidiaries, predecessors or successors, (iii) arising out of the fact that any indemnitee was or is a director, officer, agent or employee of the Borrower or any of its Subsidiaries, or is or was serving at the request of any such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise or (iv) to the fullest extent permitted by Delaware or other applicable state law, arising out of any breach or alleged breach by such indemnitee of his or her fiduciary duty as a director or officer of the Borrower or any of its Subsidiaries. For purposes of this Section 6.10, any transaction with any Affiliate shall be deemed to have satisfied the standard set forth in the first sentence hereof if such transaction shall be approved (in form and substance reasonably satisfactory to the Administrative Agent) by a nationally recognized expert with expertise in appraising the terms and conditions of the type of transaction for which approval is required.

Transactions with Shareholders and Affiliates. No Credit Party Borrower shall, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction involving aggregate consideration in excess of $5,000,000 (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of any Credit Party; provided, however, that the Borrower on Borrowers and the Restricted Subsidiaries may enter into or permit to exist any such transaction if the terms that of such transaction are not, taken as a whole, less favorable in any material respect to the such Borrower or that Restricted Subsidiary, as the case may be, than those that might be obtained at the time in a comparable arm’s length transaction from a Person who is not such a holder or an Affiliate; provided, further, that the foregoing restriction restrictions shall not apply to (a) (i) any transaction between the Borrower Credit Parties and any of its Subsidiaries (ii) transactions between or among (x) Restricted Subsidiaries of that are not Credit Parties and (y) Credit Parties and Restricted Subsidiaries that are not Credit Parties to the Borrowerextent permitted under this Agreement; (b) customary transactions, arrangements, fees paid to reimbursements and indemnities specifically and expressly permitted between or among such parties under this Agreement or any other Credit Document; (c) reasonable compensation arrangements for members of the board of directors (or similar governing body) ), officers and other employees of the Borrower each Credit Party and its Subsidiaries; (c) compensation or fees to, or the provision of benefits for officers, consultants and former consultants, directors and employees of the Borrower and its Restricted Subsidiaries entered into in the ordinary course of business (including, without limitation, loans and advances permitted under Section 6.06(i))business; (d) transactions Restricted Payments and Restricted Debt Payments permitted by Section 6.05(a) or arrangements described in Schedule 6.10 or any renewals or extensions of any such agreements (so long as such renewals or extensions are not less favorable in any material respect to the Borrower or its Subsidiariesb); , (e) any transactions between a Credit Party and any Person that is an Affiliate solely because a director of such Person is also a director of a Credit Party, so long as such director abstains from voting as a director of such Credit Party in any matter involving such PersonInvestments permitted by Section 6.07; (f) Restricted Junior Payments permitted to be made under Section 6.04Permitted Stock Issuances; (g) transactions with consultantsthe existence of, customers, clients, suppliers, lessees or purchasers or sellers and the performance by any Credit Party of goods or services, in each case in the ordinary course of business and otherwise in compliance with its obligations under the terms of this Agreementof, any Organizational Document or security holders agreement (including any purchase agreement related thereto) to which it is a party on the Closing Date and set forth on Schedule 6.12; (h) transactions effected as a part of a Qualified Receivables Transaction payments under the TCP Director Agreement; and any Permitted Refinancing thereof; (i) Investments permitted under Sections 6.06(c), (o), (p) and (t); (j) the issuances of Equity Interests or other securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by a majority of the Board of Directors of the Borrower or majority of disinterested members of the Board of Directors or any direct or indirect parent company of a Subsidiary of the Borrower, as appropriate, in good faith; (k) any employment or consulting agreement, incentive agreement, employee benefit plan, severance agreement, stock option or stock ownership plan, or any similar arrangement entered into by the Borrower or any of its Subsidiaries in the ordinary course of business approved by the Board of Directors of the Borrower, and payments, awards, grants or issuances of Capital Stock or other securities pursuant thereto; (l) any transaction with a Person in its capacity as a holder of Indebtedness or Equity Interests of the Borrower or any of its Subsidiaries where such Person is treated no more favorably than the other holders of Indebtedness or Equity Interests of the Borrower or any of its Subsidiaries; and (m) entering into, making payments pursuant to and otherwise performing an indemnification and contribution agreement in favor of any Person and each Person who is or becomes a director, officer, agent or employee of the Borrower or any of its Subsidiaries, in respect of liabilities (i) arising under the Securities Act, the Exchange Act and any other applicable securities laws or otherwise, in connection with any offering of securities by the Borrower, (ii) incurred to third parties for any action or failure to act of the Borrower or any of its Subsidiaries, predecessors or successors, (iii) arising out of the fact that any indemnitee was or is a director, officer, agent or employee of the Borrower or any of its Subsidiaries, or is or was serving at the request of any such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise or (iv) to the fullest extent guarantees permitted by Delaware or other applicable state law, arising out of any breach or alleged breach by such indemnitee of his or her fiduciary duty as a director or officer of the Borrower or any of its Subsidiaries. For purposes of this Section 6.10, any transaction with any Affiliate shall be deemed to have satisfied the standard set forth in the first sentence hereof if such transaction shall be approved (in form and substance reasonably satisfactory to the Administrative Agent) by a nationally recognized expert with expertise in appraising the terms and conditions of the type of transaction for which approval is required6.01.

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 involving aggregate consideration in excess (to the extent such transaction is a reportable event under Item 404 of $5,000,000 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 Equity Interests of the Parent or with any Affiliate of the Borrower Parent or of any such holder, on terms that are less favorable to 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 Borrower Parent and any of its direct and indirect wholly-owned Subsidiaries or among Subsidiaries between any of the Borrower; its wholly-owned Subsidiaries, (bii) any transaction consummated in connection with a Permitted Reorganization, (iii) reasonable and customary fees paid to members of the board Board of directors Directors (or similar equivalent governing body) of the Borrower Parent and its Subsidiaries; , (civ) compensation or the payment of reasonable legal fees toand expenses incurred by the Existing Stockholders in connection with their investment in the Loan Parties and their Subsidiaries, or the provision of benefits for officers, consultants and former consultants, directors and employees of the Borrower and its Subsidiaries entered into in the ordinary course of business (including, without limitation, loans and advances permitted under Section 6.06(i)v) any transaction set forth on Schedule 5.02(h); (d) transactions or arrangements described provided, further that in Schedule 6.10 or any renewals or extensions of any such agreements (so long as such renewals or extensions are not less favorable in any material respect to the Borrower or its Subsidiaries); (e) any transactions between a Credit Party and any Person that is an Affiliate solely because a director of such Person is also a director of a Credit Party, so long as such director abstains from voting as a director of such Credit Party in any matter involving such Person; (f) Restricted Junior Payments permitted to be made under Section 6.04; (g) transactions with consultants, customers, clients, suppliers, lessees or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement; (h) transactions effected as a part of a Qualified Receivables Transaction and any Permitted Refinancing thereof; (i) Investments permitted under Sections 6.06(c), (o), (p) and (t); (j) the issuances of Equity Interests or other securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by a majority of the Board of Directors of the Borrower or majority of disinterested members of the Board of Directors or any direct or indirect parent company of a Subsidiary of the Borrower, as appropriate, in good faith; (k) any employment or consulting agreement, incentive agreement, employee benefit plan, severance agreement, stock option or stock ownership plan, or any similar arrangement entered into by no event shall the Borrower or any of its Subsidiaries pay, at any time, any fees (whether in the ordinary course form of business approved by the Board of Directors of the Borrowercash, and payments, awards, grants or issuances of Capital Stock or other securities pursuant thereto; (l) any transaction with a Person in its capacity as a holder of Indebtedness or Equity Interests of the Borrower or any of its Subsidiaries where such Person is treated no more favorably than the other holders of Indebtedness or Equity Interests of the Borrower or any of its Subsidiaries; and (m) entering into, making payments pursuant to and otherwise performing an indemnification and contribution agreement in favor of any Person and each Person who is or becomes a director, officer, agent or employee of the Borrower or any of its Subsidiaries, in respect of liabilities (i) arising under the Securities Act, the Exchange Act and any other applicable securities laws equity incentives or otherwise, in connection with any offering of securities by the Borrower, (ii) incurred to third parties for any action or failure to act of the Borrower or any of its Subsidiaries, predecessors or successors, (iii) arising out of the fact that any indemnitee was or is a director, officer, agent or employee of the Borrower or any of its Subsidiaries, or is or was serving at the request of any such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise or (iv) to the fullest extent permitted by Delaware any Affiliates for management, consulting or other applicable state law, arising out of any breach or alleged breach by such indemnitee of his or her fiduciary duty as a director or officer of the Borrower or any of its Subsidiaries. For purposes of this Section 6.10, any transaction with any Affiliate shall be deemed to have satisfied the standard set forth in the first sentence hereof if such transaction shall be approved (in form and substance reasonably satisfactory to the Administrative Agent) by a nationally recognized expert with expertise in appraising the terms and conditions of the type of transaction for which approval is requiredsimilar services.

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 involving aggregate consideration in excess of $5,000,000 (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%) of any class of equity Securities of a Borrower, or with any Affiliate of the a Borrower which is not a Restricted Subsidiary on terms that are less favorable to the 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 the Borrower and any of its Subsidiaries or among Subsidiaries of the Borrower; (b) customary fees paid to members of the board of directors (or similar governing body) of the Borrower and its Subsidiaries; (c) compensation or fees tohowever, or the provision of benefits for officers, consultants and former consultants, directors and employees of the Borrower and its Subsidiaries entered into in the ordinary course of business (including, without limitation, loans and advances permitted under Section 6.06(i)); (d) transactions or arrangements described in Schedule 6.10 or any renewals or extensions of any such agreements (so long as such renewals or extensions are not less favorable in any material respect to the Borrower or its Subsidiaries); (e) any transactions between a Credit Party and any Person that is an Affiliate solely because a director of such Person is also a director of a Credit Party, so long as such director abstains from voting as a director of such Credit Party in any matter involving such Person; (f) Restricted Junior Payments permitted to be made under Section 6.04; (g) transactions with consultants, customers, clients, suppliers, lessees or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement; (h) transactions effected as a part of a Qualified Receivables Transaction and any Permitted Refinancing thereof; (i) Investments permitted under Sections 6.06(c), (o), (p) and (t); (j) the issuances of Equity Interests or other securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by a majority of the Board of Directors of the Borrower or majority of disinterested members of the Board of Directors or any direct or indirect parent company of a Subsidiary of the Borrower, as appropriate, in good faith; (k) any employment or consulting agreement, incentive agreement, employee benefit plan, severance agreement, stock option or stock ownership plan, or any similar arrangement entered into annual advisory fees paid by the Borrower -------- ------- Company to Carlyle or any of its Subsidiaries Affiliates shall not exceed $100,000 in the ordinary course of business approved aggregate in any Fiscal Year and (ii) Advisory fees paid by the Board of Directors of the Borrower, and payments, awards, grants or issuances of Capital Stock or other securities pursuant thereto; (l) any transaction with a Person in its capacity as a holder of Indebtedness or Equity Interests of the Borrower Company to Carlyle or any of its Subsidiaries where such Person is treated no more favorably than the other holders of Indebtedness or Equity Interests Affiliates in connection with any Permitted Acquisition shall not exceed one percent (1%) of the Borrower purchase price thereof; provided, -------- further, however, that in each case any such payments to Carlyle or any of its Subsidiaries; ------- ------- Affiliates shall not be permitted if an Event of Default or a Default shall have occurred and (m) entering into, making be continuing at the date of payment thereof or would result therefrom. To the extent such payments pursuant to and otherwise performing an indemnification and contribution agreement in favor of any Person and each Person who is or becomes a director, officer, agent or employee of the Borrower Carlyle or any of its SubsidiariesAffiliates are prohibited pursuant to the preceding proviso, in respect of liabilities (i) arising under the Securities Act, the Exchange Act fees thereunder may accrue and any other applicable securities laws or otherwise, in connection with any offering of securities be ------- paid by the BorrowerCompany when (A) an Event of Default or Default is no longer continuing and (B) the Administrative Agent confirms in a Compliance Certificate delivered pursuant to Section 7.01(d), (ii) incurred to third parties for any action or failure to act of that the Borrower or any of its Subsidiaries, predecessors or successors, (iii) arising out of Company has been in compliance --------------- with the fact that any indemnitee was or is a director, officer, agent or employee of the Borrower or any of its Subsidiaries, or is or was serving at the request of any such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise or (iv) to the fullest extent permitted by Delaware or other applicable state law, arising out of any breach or alleged breach by such indemnitee of his or her fiduciary duty as a director or officer of the Borrower or any of its Subsidiaries. For purposes of this Section 6.10, any transaction with any Affiliate shall be deemed to have satisfied the standard covenants set forth in the first sentence hereof if such transaction shall be approved (in form and substance reasonably satisfactory to the Administrative Agent) by a nationally recognized expert with expertise in appraising the terms and conditions Article X for each of the type two fiscal quarters --------- ending after such Event of transaction for which approval is requiredDefault or Default.

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 involving aggregate consideration in excess of $5,000,000 (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Borrower involving aggregate payments or consideration in excess of $2,500,000 unless such transaction is on terms that are less at least as favorable to the Borrower or that Restricted Subsidiary, as the case may be, than as those that might be obtained in a comparable arms-length transaction at the time from a Person who is not such a holder or Affiliatean Affiliate of Borrower; provided, the foregoing restriction shall not apply to (a) any transaction between the Borrower and any of its Subsidiaries or among Subsidiaries of the BorrowerRestricted Subsidiary; (b) reasonable and customary fees paid to members and reimbursement of the board expenses of directors (directors, officers, managers, employees or similar governing body) consultant of the Borrower and or any of its Restricted Subsidiaries; (c) compensation and compensation arrangements for present or fees to, or the provision of benefits for future officers, consultants and former consultants, directors and other employees of the Borrower and its Subsidiaries (including bonuses) and other benefits (including health, retirement, stock option and other benefit plans) entered into in the ordinary course of business (including, without limitation, loans and advances permitted under Section 6.06(i))business; (d) transactions or arrangements described in Schedule 6.10 or any renewals or extensions issuance of any such agreements (so long as such renewals or extensions are not less favorable in any material respect Equity Interests of Borrower to the Borrower or its Subsidiaries)Affiliates of Borrower; (e) any transactions between a Credit Party and any Person that is an Affiliate solely because a director of such Person is also a director of a Credit Party, so long as such director abstains from voting as a director of such Credit Party in any matter involving such Person; (f) Restricted Junior Payments permitted to be made under Section 6.04; (g) transactions with consultants, customers, clients, suppliers, lessees or suppliers and purchasers or sellers of goods and services (including pursuant to joint venture agreements) otherwise in compliance with the terms hereof that are not materially less favorable taken as a whole than what Borrower and its Restricted Subsidiaries might reasonably have obtained from an unaffiliated party; (f) loans or servicesadvances to employees in the ordinary course of business in an aggregate amount not to exceed $3,000,000; (g) payment of fees and expense reimbursement due pursuant to Highgate Agreement; (h) dividends permitted by Section 6.4; (i) mergers, in each case amalgamations, consolidations and intercompany dispositions expressly permitted by Section 6.8; (j) license agreements relating to Intellectual Property granted by Borrower or its Restricted Subsidiaries in the ordinary course of business and otherwise not interfering in compliance any material respect with the terms ordinary conduct of this Agreement; (h) transactions effected as a part business of a Qualified Receivables Transaction Borrower and its Restricted Subsidiaries, provided that any Permitted Refinancing thereof; (i) Investments permitted under Sections 6.06(c), (o), (p) and (t); (j) such exclusive licenses or sublicenses are not licenses or sublicenses of Intellectual Property material to the issuances business of Equity Interests or other securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by a majority of the Board of Directors of the Borrower or majority of disinterested members of the Board of Directors or any direct or indirect parent company of a Subsidiary of the Borrower, as appropriate, in good faithits Restricted Subsidiaries; (k) any employment or consulting agreement, incentive agreement, employee benefit plan, severance agreement, stock option or stock ownership plan, or any similar arrangement entered into sales of Disqualified Equity Interests of Borrower to Affiliates not otherwise prohibited by the Borrower or any Credit Documents and the granting of its Subsidiaries registration and other customary rights in the ordinary course of business approved by the Board of Directors of the Borrower, connection therewith; and payments, awards, grants or issuances of Capital Stock or other securities pursuant thereto; (l) any transaction with a Person in its capacity as a holder of Indebtedness or Equity Interests of an Affiliate where the only consideration paid by Borrower or any of its Restricted Subsidiaries where such Person is treated no more favorably than the other holders of Indebtedness or Disqualified Equity Interests of the Borrower or any of its Subsidiaries; and (m) entering into, making payments pursuant to and otherwise performing an indemnification and contribution agreement in favor of any Person and each Person who is or becomes a director, officer, agent or employee of the Borrower or any of its Subsidiaries, in respect of liabilities (i) arising under the Securities Act, the Exchange Act and any other applicable securities laws or otherwise, in connection with any offering of securities by the Borrower, (ii) incurred to third parties for any action or failure to act of the Borrower or any of its Subsidiaries, predecessors or successors, (iii) arising out of the fact that any indemnitee was or is a director, officer, agent or employee of the Borrower or any of its Subsidiaries, or is or was serving at the request of any such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise or (iv) to the fullest extent permitted by Delaware or other applicable state law, arising out of any breach or alleged breach by such indemnitee of his or her fiduciary duty as a director or officer of the Borrower or any of its Subsidiaries. For purposes of this Section 6.10, any transaction with any Affiliate shall be deemed to have satisfied the standard set forth in the first sentence hereof if such transaction shall be approved (in form and substance reasonably satisfactory to the Administrative Agent) by a nationally recognized expert with expertise in appraising the terms and conditions of the type of transaction for which approval is required.

Transactions with Shareholders and Affiliates. No Credit Party Borrower shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction involving aggregate consideration in excess of $5,000,000 (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 any Affiliate of such holder) or with any Affiliate of Holdings or of any such holder; provided, however, that the Borrower on each Company may enter into or permit to exist any such transaction if both (i) Lender in its sole discretion has consented thereto in writing prior to the consummation thereof and (ii) the terms that of such transaction are not less favorable to the Borrower Borrowers 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; further, provided, that the foregoing restriction restrictions shall not apply to (a) any transaction between the Borrower Borrowers and any Guarantor permitted under the terms of this Agreement (except that unless and until the Vertex-NV Ring Fence Termination Date has occurred, Vertex-NV shall not enter into any transaction with Holdings or its other Subsidiaries unless such transaction is subject to and in accordance with a master shared services agreement approved in writing by Lender or among Subsidiaries of the Borrowerotherwise approved in writing by Lender); (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of the Borrower Holdings and its Subsidiaries; (c) compensation or fees to, or the provision of benefits arrangements for officers, consultants officers and former consultants, directors and other employees of the Borrower Holdings and its Subsidiaries entered into in the ordinary course of business (including, without limitation, loans and advances permitted under Section 6.06(i))business; (d) transactions or arrangements described under and in Schedule 6.10 or any renewals or extensions of any such agreements (so long as such renewals or extensions are not less favorable in any material respect to accordance with the Borrower or its Subsidiaries)Vertex OH Shared Services Agreement; (e) any transactions between a Credit Party the purchase by Xxxxxxxx Xxxx Xxxxxx, trustee of the Xxxxxxxx Xxxx Xxxxxx 2012 GRAT U/A dated April 17, 2012 and any Person that is an Affiliate solely because a director by Xxxxxxx X. Xxxxxx, trustee of such Person is also a director the Xxxxxxx X. Xxxxxx 2012 GRAT U/A dated April 17, 2012 (collectively, the “Xxxxxx GRATs”) of a Credit Party$1,500,000 of Capital Stock on or about the First Amendment Effective Date and the issuance by Holdings of warrants to the Xxxxxx GRATs in connection therewith, so long as such director abstains from voting as a director the proceeds of such Credit Party in any matter involving such Person; which shall be contributed by Holdings to Vertex Refining OH, and (f) Restricted Junior Payments permitted to be made under Section 6.04; (g) transactions described in Schedule 7.15. Borrowers shall disclose in writing each transaction with consultants, customers, clients, suppliers, lessees any holder of 5% or purchasers or sellers more of goods or services, in each case in the ordinary course any class of business and otherwise in compliance with the terms Capital Stock of this Agreement; (h) transactions effected as a part of a Qualified Receivables Transaction and any Permitted Refinancing thereof; (i) Investments permitted under Sections 6.06(c), (o), (p) and (t); (j) the issuances of Equity Interests or other securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by a majority of the Board of Directors of the Borrower or majority of disinterested members of the Board of Directors or any direct or indirect parent company of a Subsidiary of the Borrower, as appropriate, in good faith; (k) any employment or consulting agreement, incentive agreement, employee benefit plan, severance agreement, stock option or stock ownership plan, or any similar arrangement entered into by the Borrower Holdings or any of its Subsidiaries in the ordinary course of business approved by the Board of Directors of the Borrower, and payments, awards, grants or issuances of Capital Stock or other securities pursuant thereto; (l) any transaction with a Person in its capacity as a holder of Indebtedness or Equity Interests of the Borrower or any of its Subsidiaries where such Person is treated no more favorably than the other holders of Indebtedness or Equity Interests of the Borrower or any of its Subsidiaries; and (m) entering into, making payments pursuant to and otherwise performing an indemnification and contribution agreement in favor of any Person and each Person who is or becomes a director, officer, agent or employee of the Borrower or any of its Subsidiaries, in respect of liabilities (i) arising under the Securities Act, the Exchange Act and any other applicable securities laws or otherwise, in connection with any offering Affiliate of securities by the Borrower, (ii) incurred to third parties for any action Holdings or failure to act of the Borrower or any of its Subsidiaries, predecessors or successors, (iii) arising out of the fact that any indemnitee was or is a director, officer, agent or employee of the Borrower or any of its Subsidiaries, or is or was serving at the request of any such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise or (iv) holder to the fullest extent permitted by Delaware or other applicable state law, arising out of any breach or alleged breach by such indemnitee of his or her fiduciary duty as a director or officer of the Borrower or any of its Subsidiaries. For purposes of this Section 6.10, any transaction with any Affiliate shall be deemed to have satisfied the standard set forth in the first sentence hereof if such transaction shall be approved (in form and substance reasonably satisfactory to the Administrative Agent) by a nationally recognized expert with expertise in appraising the terms and conditions of the type of transaction for which approval is requiredLender.”

Transactions with Shareholders and Affiliates. No Credit Party shall141 ChipPAC shall not, nor and shall it not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction involving aggregate consideration in excess of $5,000,000 (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 equity Securities of ChipPAC or such Subsidiary or with any Affiliate of the Borrower ChipPAC or of any such Subsidiary or holder involving consideration in excess of $1,500,000, on terms that are less favorable to the Borrower ChipPAC 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 transactions between the Borrower ChipPAC and any of its Subsidiaries Subsidiary or among Subsidiaries of the Borrowerbetween Subsidiaries; (bii) reasonable and customary fees paid to members of the board boards of directors (or similar governing body) of the Borrower ChipPAC and its Subsidiaries; (ciii) compensation or management and one- time transaction (acquisitions, divestitures and financings) fees topaid by ChipPAC pursuant to the Sponsor Advisory Services Agreements, plus reasonable ---- out-of-pocket expenses related thereto; provided, in no event shall any -------- management fees be paid (but may accrue) under the Sponsor Advisory Services Agreements at any time an Event of Default under any of subsection 8.1, 8.6, or the provision 8.7 has occurred and is continuing; (iv) loans and advances permitted to be made under subsections 7.3(vi) or (ix); (v) Restricted Payments permitted to be made under subsection 7.5; (vi) issuance of benefits for officerscapital stock and/or grants of stock options to any Affiliates, including employees and consultants of ChipPAC pursuant to employment or consulting arrangements; (vii) employment and former consultants, directors and employees of the Borrower and its Subsidiaries consulting arrangements entered into in the ordinary course of business business; (including, without limitation, loans and advances permitted viii) the Recapitalization Transactions (including performance under Section 6.06(i)the terms of the Transaction Documents); (dix) transactions or arrangements described in Schedule 6.10 the Purchase (including performance under the terms of the Purchase Transactions Documents); (x) any agreement with ChipPAC or any renewals Subsidiary as in effect on the Restatement Effective Date or extensions of any such agreements amendment or replacement thereto or any transaction contemplated thereby (including pursuant to any amendment or replacement thereto) so long as any amendment or replacement agreement is not more disadvantageous to ChipPAC or such renewals or extensions are not less favorable Subsidiary in any material respect to than the Borrower or its Subsidiaries)original agreement as in effect on the Restatement Effective Date; and (e) any transactions between a Credit Party and any Person that is an Affiliate solely because a director of such Person is also a director of a Credit Party, so long as such director abstains from voting as a director of such Credit Party in any matter involving such Person; (f) Restricted Junior Payments permitted to be made under Section 6.04; (gxi) transactions with consultants, customers, clients, suppliers, lessees joint venture partners or purchasers or sellers of goods or services, in each case in the ordinary course of business (including, without limitation, pursuant to joint venture agreements) and otherwise in compliance with the terms of this Agreement; (h) transactions effected as a part of a Qualified Receivables Transaction Agreement which are fair to ChipPAC and any Permitted Refinancing thereof; (i) Investments permitted under Sections 6.06(c), (o), (p) and (t); (j) the issuances of Equity Interests or other securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by a majority of the Board of Directors of the Borrower or majority of disinterested members of the Board of Directors or any direct or indirect parent company of a Subsidiary of the Borrower, as appropriate, in good faith; (k) any employment or consulting agreement, incentive agreement, employee benefit plan, severance agreement, stock option or stock ownership plan, or any similar arrangement entered into by the Borrower or any of its Subsidiaries in the ordinary course of business approved by the Board of Directors of the Borrower, and payments, awards, grants or issuances of Capital Stock or other securities pursuant thereto; (l) any transaction with a Person in its capacity as a holder of Indebtedness or Equity Interests of the Borrower or any of its Subsidiaries where such Person is treated no more favorably than the other holders of Indebtedness or Equity Interests of the Borrower or any of its Subsidiaries; and (m) entering into, making payments pursuant to and otherwise performing an indemnification and contribution agreement in favor of any Person and each Person who is or becomes a director, officer, agent or employee of the Borrower or any of its Subsidiaries, in respect of liabilities (i) arising under the Securities Act, the Exchange Act and any other applicable securities laws or otherwise, in connection with any offering of securities by the Borrower, (ii) incurred to third parties for any action or failure to act reasonable determination of the Borrower applicable board of directors or any of its Subsidiaries, predecessors or successors, (iii) arising out of the fact that any indemnitee was or is a director, officer, agent or employee of the Borrower or any of its Subsidiariessenior management thereof, or is or was serving are on terms at the request of any least as favorable as might reasonably have been obtained at such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise or (iv) to the fullest extent permitted by Delaware or other applicable state law, arising out of any breach or alleged breach by such indemnitee of his or her fiduciary duty as a director or officer of the Borrower or any of its Subsidiaries. For purposes of this Section 6.10, any transaction with any Affiliate shall be deemed to have satisfied the standard set forth in the first sentence hereof if such transaction shall be approved (in form and substance reasonably satisfactory to the Administrative Agent) by a nationally recognized expert with expertise in appraising the terms and conditions of the type of transaction for which approval is requiredtime from an unaffiliated party.

Transactions with Shareholders and Affiliates. No Credit Party shallBorrowers shall not, nor and shall it not permit any of its their Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction involving aggregate consideration in excess of $5,000,000 (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 equity Securities of Borrowers or with any Affiliate of the Borrower Borrowers or of any such holder, on terms that are less favorable to the Borrower Borrowers 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 Borrower Borrowers and any of its their wholly-owned Subsidiaries or among Subsidiaries between any of the Borrower; their wholly-owned Subsidiaries, (bii) reasonable and customary fees paid to members of the board Governing Bodies of directors (or similar governing body) of the Borrower Borrowers and its their Subsidiaries; (c) compensation or fees to, or the provision of benefits for officers, consultants and former consultants, directors and employees of the Borrower and its Subsidiaries entered into in the ordinary course of business (including, without limitation, loans and advances permitted under Section 6.06(i)); (d) transactions or arrangements described in Schedule 6.10 or any renewals or extensions of any such agreements (so long as such renewals or extensions are not less favorable in any material respect to the Borrower or its Subsidiaries); (e) any transactions between a Credit Party and any Person that is an Affiliate solely because a director of such Person is also a director of a Credit Party, so long as such director abstains from voting as a director of such Credit Party in any matter involving such Person; (f) Restricted Junior Payments permitted to be made under Section 6.04; (giii) transactions with consultantsPersons (each a "Liquor License Affiliate") that hold licenses for the sale of alcoholic beverages at bowling center Facilities operated by Borrowers or their Subsidiaries and which Liquor License Affiliates are all disclosed on Schedule 7.9 annexed hereto, customers, clients, suppliers, lessees or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance as such ------------ Schedule may be supplemented from time to time with the terms approval of this AgreementAdministrative Agent; (h) transactions effected as provided that Borrowers and their Subsidiaries shall have -------- granted Agent a part of a Qualified Receivables Transaction and any Permitted Refinancing thereof; (i) Investments permitted under Sections 6.06(c)First Priority security interest in all management, (o), (p) and (t); (j) the issuances of Equity Interests lease or other securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by a majority of the Board of Directors of the Borrower or majority of disinterested members of the Board of Directors or any direct or indirect parent company of a Subsidiary of the Borrower, as appropriate, in good faith; (k) any employment or consulting agreement, incentive agreement, employee benefit plan, severance agreement, stock option or stock ownership plan, or any similar arrangement entered into by the Borrower or any of its Subsidiaries in the ordinary course of business approved by the Board of Directors of the Borrower, and payments, awards, grants or issuances of Capital Stock or other securities pursuant thereto; (l) any transaction with a Person in its capacity as a holder of Indebtedness or Equity Interests of the Borrower or any of its Subsidiaries where such Person is treated no more favorably than the other holders of Indebtedness or Equity Interests of the Borrower or any of its Subsidiaries; and (m) entering into, making payments operating agreements pursuant to and otherwise performing an indemnification and contribution agreement which such Liquor License Affiliates manage, lease or operate concession areas in favor of any Person and each Person who is or becomes a director, officer, agent or employee of the Borrower or any of its Subsidiaries, in respect of liabilities (i) arising under the Securities Act, the Exchange Act and any other applicable securities laws or otherwise, in connection with any offering of securities by the Borrower, (ii) incurred to third parties for any action or failure to act of the Borrower or any of its Subsidiaries, predecessors or successors, (iii) arising out of the fact that any indemnitee was or is a director, officer, agent or employee of the Borrower or any of its Subsidiaries, or is or was serving at the request of any such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise or (iv) to the fullest extent permitted by Delaware or other applicable state law, arising out of any breach or alleged breach by such indemnitee of his or her fiduciary duty as a director or officer of the Borrower or any of its Subsidiariesbowling centers. For purposes of this Section 6.10, any transaction with any Affiliate shall be deemed to have satisfied the standard set forth in the first sentence hereof if such transaction shall be approved (in form and substance reasonably satisfactory to the Administrative Agent) by a nationally recognized expert with expertise in appraising the terms and conditions of the type of transaction for which approval is required.110

Transactions with Shareholders and Affiliates. No Credit Party shallExcept for the transactions listed on Schedule 7.3(G), 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 involving aggregate consideration in excess of $5,000,000 (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 any of the Equity Interests of the Borrower, or with any Affiliate of the Borrower which is not its Subsidiary, on terms that are less favorable to 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, except for Restricted Payments permitted by Section 7.3(E); provided, however, that the foregoing restriction restrictions shall not apply to (ai) payment of the Blackstone Monitoring Fees, so long as such fees do not exceed $1,000,000 during any transaction between twelve month period and the payment thereof complies with Section 7.3(E), (ii) fees related to the transactions contemplated herein that are payable on the Closing Date, (iii) the indemnification of the directors of the Parent, the Borrower and their respective Subsidiaries in accordance with customary practice, (iv) loans or advances to employees in accordance with Section 7.3(D), (v) any employment agreement entered into by any of the Borrower or any of its Subsidiaries or among Subsidiaries of the Borrower; (b) customary fees paid to members of the board of directors (or similar governing body) of the Borrower and its Subsidiaries; (c) compensation or fees to, or the provision of benefits for officers, consultants and former consultants, directors and employees of the Borrower and its Subsidiaries entered into in the ordinary course of business business, (vi) payments by the Parent, the Borrower or any of their respective Subsidiaries to a Blackstone Affiliate made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, loans and advances permitted under Section 6.06(i))in connection with acquisitions or divestitures; (d) transactions or arrangements described in Schedule 6.10 or any renewals or extensions of any such agreements (so long as such renewals or extensions are not less favorable in any material provided, however, that, with respect to this clause (vi), the Borrower or its Subsidiaries); aggregate of such payments shall not exceed $3,000,000 at any time, and (evii) any transactions between a Credit Party and any Person that is an Affiliate solely because a director issuance of such Person is also a director of a Credit Partysecurities, so long as such director abstains from voting as a director of such Credit Party in any matter involving such Person; (f) Restricted Junior Payments permitted to be made under Section 6.04; (g) transactions with consultants, customers, clients, suppliers, lessees or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement; (h) transactions effected as a part of a Qualified Receivables Transaction and any Permitted Refinancing thereof; (i) Investments permitted under Sections 6.06(c), (o), (p) and (t); (j) the issuances of Equity Interests or other securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option options and stock ownership plans or similar employee benefit plans approved by a majority of the Board of Directors of the Borrower or majority of disinterested members of the Board of Directors or any direct or indirect parent company of a Subsidiary of the Borrower, as appropriate, in good faith; (k) any employment or consulting agreement, incentive agreement, employee benefit plan, severance agreement, stock option or stock ownership plan, or any similar arrangement entered into by the Borrower or any of its Subsidiaries in the ordinary course of business approved by the Board board of Directors directors of the Borrower, and payments, awards, grants or issuances of Capital Stock or other securities pursuant thereto; (l) any transaction with a Person in its capacity as a holder of Indebtedness or Equity Interests of the Borrower or any of its Subsidiaries where such Person is treated no more favorably than the other holders of Indebtedness or Equity Interests of the Borrower or any of its Subsidiaries; and (m) entering into, making payments pursuant to and otherwise performing an indemnification and contribution agreement in favor of any Person and each Person who is or becomes a director, officer, agent or employee of the Borrower or any of its Subsidiaries, in respect of liabilities (i) arising under the Securities Act, the Exchange Act and any other applicable securities laws or otherwise, in connection with any offering of securities by the Borrower, (ii) incurred to third parties for any action or failure to act of the Borrower or any of its Subsidiaries, predecessors or successors, (iii) arising out of the fact that any indemnitee was or is a director, officer, agent or employee of the Borrower or any of its Subsidiaries, or is or was serving at the request of any such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise or (iv) to the fullest extent permitted by Delaware or other applicable state law, arising out of any breach or alleged breach by such indemnitee of his or her fiduciary duty as a director or officer of the Borrower or any of its Subsidiaries. For purposes of this Section 6.10, any transaction with any Affiliate shall be deemed to have satisfied the standard set forth in the first sentence hereof if such transaction shall be approved (in form and substance reasonably satisfactory to the Administrative Agent) by a nationally recognized expert with expertise in appraising the terms and conditions of the type of transaction for which approval is requiredParent.

Transactions with Shareholders and Affiliates. No Credit Party shallThe Company shall not, nor and shall it not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into into, renew or permit to exist extend any transaction involving aggregate consideration in excess of $5,000,000 (including including, without limitation, the purchase, sale, lease or exchange of any property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or with any Affiliate of the Borrower on Company or any Restricted Subsidiary, except upon fair and reasonable terms that are no less favorable to the Borrower Company or that Subsidiarysuch Restricted Subsidiary than could he obtained, as the case may be, than those that might be obtained at the time from of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person who that is not such a holder or an Affiliate; provided. The foregoing limitation does not limit, the foregoing restriction and shall not apply to (a) any transaction between the Borrower and any of its Subsidiaries or among Subsidiaries of the Borrower; (b) customary fees paid to members of the board of directors (or similar governing body) of the Borrower and its Subsidiaries; (c) compensation or fees to, or the provision of benefits for officers, consultants and former consultants, directors and employees of the Borrower and its Subsidiaries entered into in the ordinary course of business (including, without limitation, loans and advances permitted under Section 6.06(i)); (d) transactions or arrangements described in Schedule 6.10 or any renewals or extensions of any such agreements (so long as such renewals or extensions are not less favorable in any material respect to the Borrower or its Subsidiaries); (e) any transactions between a Credit Party and any Person that is an Affiliate solely because a director of such Person is also a director of a Credit Party, so long as such director abstains from voting as a director of such Credit Party in any matter involving such Person; (f) Restricted Junior Payments permitted to be made under Section 6.04; (g) transactions with consultants, customers, clients, suppliers, lessees or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement; (h) transactions effected as a part of a Qualified Receivables Transaction and any Permitted Refinancing thereof; : (i) Investments permitted under Sections 6.06(c), transactions (o), (pA) and (t); (j) the issuances of Equity Interests or other securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by a majority of the Board of Directors of the Borrower or majority of disinterested members of the Board of Directors or any direct (B) for which the Company or indirect parent company a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of the Borrower, as appropriate, in good faithview; (kii) any employment or consulting agreement, incentive agreement, employee benefit plan, severance agreement, stock option or stock ownership plan, or any similar arrangement entered into by transaction solely between the Borrower or Company and any of its Wholly Owned Restricted Subsidiaries in the ordinary course of business approved by the Board of Directors of the Borrower, and payments, awards, grants or issuances of Capital Stock or other securities pursuant thereto; (l) any transaction with a Person in its capacity as a holder of Indebtedness or Equity Interests of the Borrower or any of its Subsidiaries where such Person is treated no more favorably than the other holders of Indebtedness or Equity Interests of the Borrower or any of its solely between Wholly Owned Restricted Subsidiaries; and (m) entering into, making payments pursuant to and otherwise performing an indemnification and contribution agreement in favor of any Person and each Person who is or becomes a director, officer, agent or employee of the Borrower or any of its Subsidiaries, in respect of liabilities (i) arising under the Securities Act, the Exchange Act and any other applicable securities laws or otherwise, in connection with any offering of securities by the Borrower, (ii) incurred to third parties for any action or failure to act of the Borrower or any of its Subsidiaries, predecessors or successors, (iii) arising out the payment of reasonable fees to directors of the fact that any indemnitee was or is a director, officer, agent or employee Company who are not employees of the Borrower or any of its Subsidiaries, or is or was serving at the request of any such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise Company; or (iv) to the fullest extent permitted by Delaware any payments or other applicable state lawtransactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes. Notwithstanding the foregoing, arising out of any breach or alleged breach transaction covered by such indemnitee of his or her fiduciary duty as a director or officer of the Borrower or any of its Subsidiaries. For purposes first paragraph of this Section 6.105.11 and not covered by clauses (ii) through (iv) of this paragraph, any transaction with any Affiliate shall the aggregate amount of which exceeds $100,000 in value, must be deemed approved or determined to have satisfied the standard set forth be fair in the first sentence hereof if such transaction shall be approved manner provided for in clause (in form and substance reasonably satisfactory to the Administrative Agenti)(A) by a nationally recognized expert with expertise in appraising the terms and conditions of the type of transaction for which approval is requiredor (B) above.

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 involving aggregate consideration in excess of $5,000,000 (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder or holders of more than five percent (5%) of any class of equity Securities of a Borrower, or with any Affiliate of the a Borrower which is not a Restricted Subsidiary on terms that are less favorable to the 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, however, (i) annual advisory fees paid by the foregoing restriction shall not apply Company to (a) any transaction between the Borrower and Carlyle or any of its Subsidiaries or among Subsidiaries of Affiliates shall not exceed $100,000 in the Borrower; aggregate in any Fiscal Year and (bii) customary Advisory fees paid by the Company to members Carlyle or any of the board of directors its Affiliates in connection with any Permitted Acquisition shall not exceed one percent (or similar governing body1%) of the Borrower and its Subsidiariespurchase price thereof; (c) compensation or fees toprovided, or the provision of benefits for officersfurther, consultants and former consultants, directors and employees of the Borrower and its Subsidiaries entered into in the ordinary course of business (including, without limitation, loans and advances permitted under Section 6.06(i)); (d) transactions or arrangements described in Schedule 6.10 or any renewals or extensions of any such agreements (so long as such renewals or extensions are not less favorable in any material respect to the Borrower or its Subsidiaries); (e) any transactions between a Credit Party and any Person that is an Affiliate solely because a director of such Person is also a director of a Credit Party, so long as such director abstains from voting as a director of such Credit Party in any matter involving such Person; (f) Restricted Junior Payments permitted to be made under Section 6.04; (g) transactions with consultants, customers, clients, suppliers, lessees or purchasers or sellers of goods or services, in each case any such payments to Carlyle or any of its Affiliates shall not be permitted if an Event of Default or a Default shall have occurred and be continuing at the date of payment thereof or would result therefrom. To the extent such payments to Carlyle or any of its Affiliates are prohibited pursuant to the preceding proviso, fees thereunder may accrue and be paid by the Company when (A) an Event of Default or Default is no longer continuing and (B) the Administrative Agent confirms in a Compliance Certificate delivered pursuant to Section 7.1(d), that the ordinary course of business and otherwise Company has been in compliance with the terms of this Agreement; (h) transactions effected as a part of a Qualified Receivables Transaction and any Permitted Refinancing thereof; (i) Investments permitted under Sections 6.06(c), (o), (p) and (t); (j) the issuances of Equity Interests or other securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by a majority of the Board of Directors of the Borrower or majority of disinterested members of the Board of Directors or any direct or indirect parent company of a Subsidiary of the Borrower, as appropriate, in good faith; (k) any employment or consulting agreement, incentive agreement, employee benefit plan, severance agreement, stock option or stock ownership plan, or any similar arrangement entered into by the Borrower or any of its Subsidiaries in the ordinary course of business approved by the Board of Directors of the Borrower, and payments, awards, grants or issuances of Capital Stock or other securities pursuant thereto; (l) any transaction with a Person in its capacity as a holder of Indebtedness or Equity Interests of the Borrower or any of its Subsidiaries where such Person is treated no more favorably than the other holders of Indebtedness or Equity Interests of the Borrower or any of its Subsidiaries; and (m) entering into, making payments pursuant to and otherwise performing an indemnification and contribution agreement in favor of any Person and each Person who is or becomes a director, officer, agent or employee of the Borrower or any of its Subsidiaries, in respect of liabilities (i) arising under the Securities Act, the Exchange Act and any other applicable securities laws or otherwise, in connection with any offering of securities by the Borrower, (ii) incurred to third parties for any action or failure to act of the Borrower or any of its Subsidiaries, predecessors or successors, (iii) arising out of the fact that any indemnitee was or is a director, officer, agent or employee of the Borrower or any of its Subsidiaries, or is or was serving at the request of any such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise or (iv) to the fullest extent permitted by Delaware or other applicable state law, arising out of any breach or alleged breach by such indemnitee of his or her fiduciary duty as a director or officer of the Borrower or any of its Subsidiaries. For purposes of this Section 6.10, any transaction with any Affiliate shall be deemed to have satisfied the standard covenants set forth in the first sentence hereof if such transaction shall be approved (in form and substance reasonably satisfactory to the Administrative Agent) by a nationally recognized expert with expertise in appraising the terms and conditions Article X for each of the type two fiscal quarters ending after such Event of transaction for which approval is required.Default or Default. Section 9.9

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction involving aggregate consideration in excess of $5,000,000 (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 any Affiliate of such holder) or with any Affiliate of Holdings or of any such holder; provided, however, that the Borrower on Credit Parties and their Subsidiaries may enter into or permit to exist any such transaction if both (i) Administrative Agent has consented thereto in writing prior to the consummation thereof and (ii) the terms that of such transaction are not less favorable to the Borrower 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; further, provided, that the foregoing restriction restrictions shall not apply to (a) any transaction between the Borrower Company and any of Guarantor Subsidiary (except that unless and until the Vertex NV Ring Fence Termination Date has occurred, Vertex Refining NV shall not enter into any transaction with Holdings or its other Subsidiaries unless such transaction is subject to and in accordance with a master shared services agreement approved in writing by the Administrative Agent or among Subsidiaries of otherwise approved in writing by the BorrowerAdministrative Agent); (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of the Borrower Holdings and its Subsidiaries; (c) compensation or fees to, or the provision of benefits arrangements for officers, consultants officers and former consultants, directors and other employees of the Borrower Holdings and its Subsidiaries entered into in the ordinary course of business (including, without limitation, loans and advances permitted under Section 6.06(i))business; (d) transactions or arrangements described under and in Schedule 6.10 or any renewals or extensions of any such agreements (so long as such renewals or extensions are not less favorable in any material respect to accordance with the Borrower or its Subsidiaries)Vertex OH Shared Services Agreement; (e) any transactions between a Credit Party the purchase by Xxxxxxxx Xxxx Xxxxxx, trustee of the Xxxxxxxx Xxxx Xxxxxx 2012 GRAT U/A dated April 17, 2012 and any Person that is an Affiliate solely because a director by Xxxxxxx X. Xxxxxx, trustee of such Person is also a director the Xxxxxxx X. Xxxxxx 2012 GRAT U/A dated April 17, 2012 (collectively, the "Xxxxxx GRATs") of a Credit Party$1,500,000 of Capital Stock on or about the First Amendment Effective Date and the issuance by Holdings of warrants to the Xxxxxx GRATs in connection therewith, so long as such director abstains from voting as a director the proceeds of such Credit Party in any matter involving such Person; which shall be contributed by Holdings to Vertex Refining OH and (f) Restricted Junior Payments permitted to be made under Section 6.04; (g) transactions described in Schedule 6.12. Company shall disclose in writing each transaction with consultants, customers, clients, suppliers, lessees any holder of 5% or purchasers or sellers more of goods or services, in each case in the ordinary course any class of business and otherwise in compliance with the terms Capital Stock of this Agreement; (h) transactions effected as a part of a Qualified Receivables Transaction and any Permitted Refinancing thereof; (i) Investments permitted under Sections 6.06(c), (o), (p) and (t); (j) the issuances of Equity Interests or other securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by a majority of the Board of Directors of the Borrower or majority of disinterested members of the Board of Directors or any direct or indirect parent company of a Subsidiary of the Borrower, as appropriate, in good faith; (k) any employment or consulting agreement, incentive agreement, employee benefit plan, severance agreement, stock option or stock ownership plan, or any similar arrangement entered into by the Borrower Holdings or any of its Subsidiaries in the ordinary course of business approved by the Board of Directors of the Borrower, and payments, awards, grants or issuances of Capital Stock or other securities pursuant thereto; (l) any transaction with a Person in its capacity as a holder of Indebtedness or Equity Interests of the Borrower or any of its Subsidiaries where such Person is treated no more favorably than the other holders of Indebtedness or Equity Interests of the Borrower or any of its Subsidiaries; and (m) entering into, making payments pursuant to and otherwise performing an indemnification and contribution agreement in favor of any Person and each Person who is or becomes a director, officer, agent or employee of the Borrower or any of its Subsidiaries, in respect of liabilities (i) arising under the Securities Act, the Exchange Act and any other applicable securities laws or otherwise, in connection with any offering Affiliate of securities by the Borrower, (ii) incurred to third parties for any action Holdings or failure to act of the Borrower or any of its Subsidiaries, predecessors or successors, (iii) arising out of the fact that any indemnitee was or is a director, officer, agent or employee of the Borrower or any of its Subsidiaries, or is or was serving at the request of any such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise or (iv) holder to the fullest extent permitted by Delaware or other applicable state law, arising out of any breach or alleged breach by such indemnitee of his or her fiduciary duty as a director or officer of the Borrower or any of its Subsidiaries. For purposes of this Section 6.10, any transaction with any Affiliate shall be deemed to have satisfied the standard set forth in the first sentence hereof if such transaction shall be approved (in form and substance reasonably satisfactory to the Administrative Agent) by a nationally recognized expert with expertise in appraising the terms and conditions of the type of transaction for which approval is required.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Material Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction involving aggregate consideration in excess of $5,000,000 Related Party Transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with except for (i) any Affiliate Related Party Transaction providing for annual payments or other obligations of the Borrower on terms less than $2,000,000; provided that are less favorable to the Borrower or that Subsidiary, as the case may be, than those that might be obtained at the time of any such payment no Event of Default resulting from the failure by Borrower to comply with the covenant set forth in Section 6.7 has occurred, will be continuing or will result thereform, (ii) any Related Party Transaction pertaining to a Person who is supply contract based on arm’s length terms with Borrower or any of its Subsidiaries, provided that (A) such contract shall allow Borrower or any such Subsidiary to earn margins thereunder not less than margins customarily earned under such types of contracts and (B) at least five (5) Business Days before entering into any such contract, Borrower shall provide the Lenders with a holder copy of such contract or Affiliatea summary of the terms thereof and a certificate of the Chief Executive Officer, President or Chief Financial Officer of Borrower confirming that such contract satisfies the requirements of this clause (ii); provided(iii) any Related Party Transaction pertaining to a procurement contract based on arm’s length terms with Borrower or any of its Subsidiaries, provided that (A) the foregoing restriction terms of such contract shall not apply be materially different (to the benefit of the affiliated vendor) from the terms offered by any non-affiliated vendor and (aB) at least five (5) Business Days before entering into any such contract, Borrower shall provide the Lenders with a copy of such contract or a summary of the terms thereof and a certificate of the Chief Executive Officer, President or Chief Financial Officer of Borrower confirming that such contract satisfies the requirements of this clause (iii); (iv) any transaction between Related Party Transaction pertaining to the purchase or sale of assets (including Equity Interests) at fair market value as determined by an Independent Financial Advisor; (v) any Related Party Transaction pertaining to an equity investment in Borrower and or any of its Subsidiaries or among Subsidiaries for cash consideration at fair market value as determined by an Independent Financial Advisor; (vi) any Related Party Transaction under written agreements in effect as of the Borrowerdate hereof, provided that neither Borrower nor any of its Subsidiaries shall be permitted to enter into any material amendments or waivers of such agreements without Requisite Lenders prior written consent, (vii) transactions pursuant to the Credit Documents, and (viii) the Transactions; provided, however, that this provision shall not prohibit (bxx) the payment of reasonably and customary fees paid compensation and other benefits and indemnification arrangements to members of the board of directors (or similar governing body) of the Borrower and its Subsidiaries; (c) compensation or fees todirectors, or the provision of benefits for officers, consultants and former consultants, directors officers and employees of the Borrower and its Subsidiaries entered into in the ordinary course of business (including, without limitation, loans and advances permitted under Section 6.06(i)); (d) transactions or arrangements described in Schedule 6.10 or any renewals or extensions of any such agreements (so long as such renewals or extensions are not less favorable in any material respect to the Borrower or its Subsidiaries); (e) any transactions between a Credit Party and any Person that is an Affiliate solely because a director of such Person is also a director of a Credit Party, so long as such director abstains from voting as a director of such Credit Party in any matter involving such Person; (f) Restricted Junior Payments permitted to be made under Section 6.04; (g) transactions with consultants, customers, clients, suppliers, lessees or purchasers or sellers of goods or services, in each case in the ordinary course of business business, and otherwise approved in compliance with good faith by the terms of this Agreement; (h) transactions effected as a part of a Qualified Receivables Transaction and any Permitted Refinancing thereof; (i) Investments permitted under Sections 6.06(c)Board, (o)yy) any repurchase, (p) and (t); (j) the issuances redemption or other acquisition or retirement for value of any Equity Interests or other securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by a majority of the Board of Directors of the Borrower or majority of disinterested members of the Board of Directors or any direct or indirect parent company of a Subsidiary of the Borrower, as appropriate, in good faith; (k) any employment or consulting agreement, incentive agreement, employee benefit plan, severance agreement, stock option or stock ownership plan, or any similar arrangement entered into by the Borrower or any of its Subsidiaries in the ordinary course held by any present or former employee or director of business approved by the Board of Directors of the Borrower, and payments, awards, grants or issuances of Capital Stock or other securities pursuant thereto; (l) any transaction with a Person in its capacity as a holder of Indebtedness or Equity Interests of the Borrower or any of its Subsidiaries where such Person is treated no more favorably than the other holders of Indebtedness or Equity Interests of the Borrower or any of its Subsidiaries; and (m) entering into, making payments pursuant to and otherwise performing an indemnification and contribution any management equity subscription agreement or stock option agreement or other management or employee benefit plan or similar agreement in favor of any Person and each Person who is or becomes a director, officer, agent or employee of the Borrower or any of its Subsidiaries, in respect of liabilities (i) arising under the Securities Act, the Exchange Act and any other applicable securities laws or otherwise, in connection with any offering of securities by the Borrower, (ii) incurred aggregate amount not to third parties for any action or failure to act of the Borrower or any of its Subsidiaries, predecessors or successors, (iii) arising out of the fact that any indemnitee was or is a director, officer, agent or employee of the Borrower or any of its Subsidiaries, or is or was serving at the request of any such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise exceed $500,000 or (ivzz) to the fullest extent permitted by Delaware or other applicable state law, arising out of any breach or alleged breach by such indemnitee of his or her fiduciary duty as a director or officer of the Borrower or any of its Subsidiaries. For purposes of this Restricted Junior Payments that are not prohibited under Section 6.10, any transaction with any Affiliate shall be deemed to have satisfied the standard set forth in the first sentence hereof if such transaction shall be approved (in form and substance reasonably satisfactory to the Administrative Agent) by a nationally recognized expert with expertise in appraising the terms and conditions of the type of transaction for which approval is required6.4.

Transactions with Shareholders and Affiliates. No Credit Party shallEach Borrower shall not, nor and shall it not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction involving aggregate consideration in excess of $5,000,000 (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 Company’s Common Stock or with any Affiliate of the Borrower Company or of any such holder, on terms that are less favorable to the Borrower 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 the Borrower Company and any of its Wholly-Owned Subsidiaries (other than Unrestricted Subsidiaries) or among between any of Company’s Wholly-Owned Subsidiaries of the Borrowerand any other such Wholly-Owned Subsidiary (other than an Unrestricted Subsidiary); (bii) reasonable and customary fees paid to members of the board Boards of directors (or similar governing body) Directors of the Borrower Company and its Subsidiaries; (ciii) compensation except as restricted by clause (i), transactions by Unrestricted Subsidiaries; (iv) transactions approved by a majority of the disinterested directors of Company’s or fees the applicable Subsidiary’s, as the case may be, board of directors; (v) purchases from, sales of goods to, rendering of services to or the provision of benefits for officersfrom, consultants and former consultantsother transactions with, directors and employees of the Borrower GroceryWorks Holdings, Inc. on terms not materially less favorable to Company and its Subsidiaries entered into in the ordinary course of business (including, without limitation, loans than generally available to Company and advances permitted under Section 6.06(i)); (d) transactions or arrangements described in Schedule 6.10 or any renewals or extensions of any such agreements (so long as such renewals or extensions are not less favorable in any material respect to the Borrower or its Subsidiaries); and (e) any transactions between a Credit Party and any Person that is an Affiliate solely because a director of such Person is also a director of a Credit Party, so long as such director abstains from voting as a director of such Credit Party in any matter involving such Person; (f) Restricted Junior Payments permitted to be made under Section 6.04; (gvi) transactions with consultants, customers, clients, suppliers, lessees banks relating to cash or purchasers automated teller machines and cash advance services; and (vii) loans to officers of Borrowers for business or sellers of goods or services, personal purposes in each case in the ordinary course of business an aggregate outstanding principal amount not exceeding $20,000,000 at any time and otherwise in compliance with the terms U.S. Xxxxxxxx-Xxxxx Act of this Agreement; (h) transactions effected as a part of a Qualified Receivables Transaction and any Permitted Refinancing thereof; (i) Investments permitted under Sections 6.06(c), (o), (p) and (t); (j) the issuances of Equity Interests or other securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by a majority of the Board of Directors of the Borrower or majority of disinterested members of the Board of Directors or any direct or indirect parent company of a Subsidiary of the Borrower, as appropriate, in good faith; (k) any employment or consulting agreement, incentive agreement, employee benefit plan, severance agreement, stock option or stock ownership plan, or any similar arrangement entered into by the Borrower or any of its Subsidiaries in the ordinary course of business approved by the Board of Directors of the Borrower, and payments, awards, grants or issuances of Capital Stock or other securities pursuant thereto; (l) any transaction with a Person in its capacity as a holder of Indebtedness or Equity Interests of the Borrower or any of its Subsidiaries where such Person is treated no more favorably than the other holders of Indebtedness or Equity Interests of the Borrower or any of its Subsidiaries; and (m) entering into, making payments pursuant to and otherwise performing an indemnification and contribution agreement in favor of any Person and each Person who is or becomes a director, officer, agent or employee of the Borrower or any of its Subsidiaries, in respect of liabilities (i) arising under the Securities Act, the Exchange Act and any other applicable securities laws or otherwise, in connection with any offering of securities by the Borrower, (ii) incurred to third parties for any action or failure to act of the Borrower or any of its Subsidiaries, predecessors or successors, (iii) arising out of the fact that any indemnitee was or is a director, officer, agent or employee of the Borrower or any of its Subsidiaries, or is or was serving at the request of any such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise or (iv) to the fullest extent permitted by Delaware or other applicable state law, arising out of any breach or alleged breach by such indemnitee of his or her fiduciary duty as a director or officer of the Borrower or any of its Subsidiaries. For purposes of this Section 6.10, any transaction with any Affiliate shall be deemed to have satisfied the standard set forth in the first sentence hereof if such transaction shall be approved (in form and substance reasonably satisfactory to the Administrative Agent) by a nationally recognized expert with expertise in appraising the terms and conditions of the type of transaction for which approval is required2002.

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 involving aggregate consideration in excess of $5,000,000 (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Borrower Holdings on terms that are less favorable to the Borrower 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 Borrower and any of its Subsidiaries or among Subsidiaries of the BorrowerCredit Parties; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of the Borrower Holdings and its Subsidiaries; (c) compensation or fees to, or the provision of benefits arrangements for officers, consultants officers and former consultants, directors and other employees of the Borrower Holdings and its Subsidiaries entered into in the ordinary course of business (including, without limitation, loans and advances permitted under Section 6.06(i))business; (d) transactions or arrangements described in Schedule 6.10 or any renewals or extensions of any such agreements (so long as such renewals or extensions are not less favorable in any material respect to the Borrower or its Subsidiaries)6.11; (e) any transactions between a Credit Party and any Person that is an Affiliate solely because a director of such Person is also a director of a Credit Party, so long as such director abstains from voting as a director of such Credit Party in any matter involving such Person; (f) Restricted Junior Payments permitted pursuant to Section 6.4 (other than those permitted under Section 6.4(d)), (f) Investments may be made under Section 6.04; to the extent permitted by Sections 6.1(p) and 6.6(j), (g) transactions with consultants, customers, clients, suppliers, lessees or purchasers or sellers the provision of goods or services, in each case officers’ and directors indemnification and insurance in the ordinary course of business and otherwise in compliance with to the terms of this Agreement; extent permitted by applicable law, (h) transactions effected after the Exit Facilities Conversion Date, payments of management fees pursuant to a Management Agreement in an aggregate amount not to exceed $1,500,000 per Fiscal Year plus reasonable out-of-pocket expenses of the manager thereunder; provided that (A) the payments of such amounts shall be subordinated to the Obligations on terms reasonably satisfactory to Administrative Agent, (B) no Default or Event of Default shall have occurred and be continuing at the time of such payments or shall be caused thereby, (C) the Leverage Ratio as a part of a Qualified Receivables Transaction the last day of the Fiscal Quarter most recently ended for which financial statements have been delivered pursuant to Section 5.1(b) or Section 5.1(c) shall not exceed 1.75:1.00 and any Permitted Refinancing thereof(D) the Consolidated Excess Cash Flow for the Fiscal Year most recently ended shall be greater than $0; (i) Investments permitted under Sections 6.06(c), (o), (p) and (t); (j) the issuances of Equity Interests or other securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by a majority of the Board of Directors of the Borrower or majority of disinterested members of the Board of Directors or any direct or indirect parent company of a Subsidiary of the Borrower, as appropriate, in good faith; (k) any employment or consulting agreement, incentive agreement, employee benefit plan, severance agreement, stock option or stock ownership plan, or any similar arrangement entered into by the Borrower or any of its customary cash management arrangements with Foreign Subsidiaries in the ordinary course of business approved by the Board business; and (i) sale for less than fair market value to management of Directors Holdings or any Subsidiary of the Borrower, and payments, awards, grants or issuances of Capital Stock or other securities pursuant thereto; (l) any transaction with a Person in its capacity as a holder of Indebtedness or common Equity Interests of Holdings. Conduct of Business. From and after the Borrower or Closing Date, no Credit Party shall, nor shall it permit any of its Subsidiaries where such Person is treated no more favorably to, engage in any business other than the other holders of Indebtedness or Equity Interests of the Borrower or any of its Subsidiaries; and (m) entering into, making payments pursuant to and otherwise performing an indemnification and contribution agreement in favor of any Person and each Person who is or becomes a director, officer, agent or employee of the Borrower or any of its Subsidiaries, in respect of liabilities (i) arising under the Securities Act, businesses engaged in by such Credit Party on the Exchange Act Closing Date and any other applicable securities laws similar or otherwise, in connection with any offering of securities by the Borrower, related businesses and (ii) incurred such other lines of business as may be consented to third parties for any action or failure to act of the Borrower or any of its Subsidiaries, predecessors or successors, (iii) arising out of the fact that any indemnitee was or is a director, officer, agent or employee of the Borrower or any of its Subsidiaries, or is or was serving at the request of any such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise or (iv) to the fullest extent permitted by Delaware or other applicable state law, arising out of any breach or alleged breach by such indemnitee of his or her fiduciary duty as a director or officer of the Borrower or any of its Subsidiaries. For purposes of this Section 6.10, any transaction with any Affiliate shall be deemed to have satisfied the standard set forth in the first sentence hereof if such transaction shall be approved (in form and substance reasonably satisfactory to the Administrative Agent) by a nationally recognized expert with expertise in appraising the terms and conditions of the type of transaction for which approval is requiredRequisite 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 involving aggregate consideration in excess of $5,000,000 (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 10% or more of any class of Capital Stock of Parent Borrower or any of its Subsidiaries (other than Lender, AMC and each of their affiliates, including any direct or indirect beneficial owner of AMC) or with any Affiliate of Parent Borrower or of any such holder; provided that, the Borrower on 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 the 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 the Parent Borrower and any of its Subsidiaries or among Subsidiaries of the BorrowerGuarantor Subsidiary (other than RLJ Australia); (b) to the extent permitted by Section 6.4(a)(ii), reasonable and customary fees paid to members of the board of directors (or similar governing body) of the Parent Borrower and its Subsidiaries; (c) compensation or fees to, or the provision of benefits arrangements for officers, consultants officers and former consultants, directors and other employees of the Parent Borrower and its Subsidiaries entered into in the ordinary course of business (including, without limitation, loans and advances permitted under Section 6.06(i))business; (d) transactions or arrangements described in Schedule 6.10 or any renewals or extensions ordinary course trade payables of any such agreements (so long as such renewals or extensions Parent Borrower and/or its Subsidiaries that are not less favorable in any material respect held by Affiliates of Parent Borrower from time to the Borrower or its Subsidiaries)time; (e) any transactions between a Credit Party and any Person that is to the extent permitted pursuant to Section 6.4(a), in an Affiliate solely because a director of such Person is also a director of a Credit Party, so long as such director abstains from voting as a director of such Credit Party aggregate amount not to exceed $350,000 in any matter involving such PersonFiscal Year to pay the salaries, fees and expenses of Parent Borrower; (f) Restricted Junior Payments permitted to be made under Section 6.04; transactions described in Schedule 6.11 and (g) transactions with consultants, customers, clients, suppliers, lessees or purchasers or sellers of goods or servicesAMC; provided that, in each case in addition to the ordinary course foregoing, any transaction (including any Permitted Service Agreement) between Parent Borrower or any Subsidiary of business and otherwise in compliance with Parent Borrower, on the terms of this Agreement; (h) transactions effected as a part of a Qualified Receivables Transaction one hand, and any Permitted Refinancing ACL Group member, on the other hand, shall only be entered into pursuant to a written agreement, which agreement shall be delivered to Administrative Agent prior to the effectiveness thereof; . Parent Borrower shall disclose in writing each transaction with any holder of 5% or more of any class of Capital Stock of Parent Borrower (i) Investments permitted under Sections 6.06(c), (o), (p) and (t); (j) the issuances of Equity Interests or other securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by a majority of the Board of Directors of the Borrower or majority of disinterested members of the Board of Directors than AMC or any direct or indirect subsidiary of AMC that is a parent company of a Subsidiary of the entity to Parent Borrower, as appropriate, in good faith; (k) any employment or consulting agreement, incentive agreement, employee benefit plan, severance agreement, stock option or stock ownership plan, or any similar arrangement entered into by the Borrower or any of its Subsidiaries in the ordinary course or with any Affiliate of business approved by the Board of Directors of the Borrower, and payments, awards, grants or issuances of Capital Stock or other securities pursuant thereto; (l) any transaction with a Person in its capacity as a holder of Indebtedness or Equity Interests of the Parent Borrower or any of its Subsidiaries where such Person is treated no more favorably than the other holders of Indebtedness or Equity Interests of the Borrower or any of its Subsidiaries; and (m) entering into, making payments pursuant to and otherwise performing an indemnification and contribution agreement in favor of any Person and each Person who is or becomes a director, officer, agent or employee of the Borrower or any of its Subsidiaries, in respect of liabilities (i) arising under the Securities Act, the Exchange Act and any other applicable securities laws or otherwise, in connection with any offering of securities by the Borrower, (ii) incurred to third parties for any action or failure to act of the Borrower or any of its Subsidiaries, predecessors or successors, (iii) arising out of the fact that any indemnitee was or is a director, officer, agent or employee of the Borrower or any of its Subsidiaries, or is or was serving at the request of any such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise or (iv) holder to Administrative Agent and the fullest extent permitted by Delaware or other applicable state law, arising out of any breach or alleged breach by such indemnitee of his or her fiduciary duty as a director or officer of the Borrower or any of its Subsidiaries. For purposes of this Section 6.10, any transaction with any Affiliate shall be deemed to have satisfied the standard set forth in the first sentence hereof if such transaction shall be approved (in form and substance reasonably satisfactory to the Administrative Agent) by a nationally recognized expert with expertise in appraising the terms and conditions of the type of transaction for which approval is requiredLenders.

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 involving aggregate consideration in excess of $5,000,000 (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Borrower Borrower, other than in the ordinary course of business and on terms and conditions that are no less favorable in any material respect to the Borrower 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 or among the Borrower and any of its Subsidiaries or among Subsidiaries of Guarantor Subsidiary to the Borrower; extent such transaction is otherwise permitted by this Agreement, (b) reasonable and customary fees paid to non-officer members of the board of directors (or similar governing body) of the Borrower and its Restricted Subsidiaries; , (c) compensation or fees tocompensation, or the provision of benefits employment and severance arrangements for officersdirectors, consultants officers and former consultants, directors and other employees of the Borrower and its Restricted Subsidiaries entered into in the ordinary course of business (includingbusiness, without limitation, loans and advances permitted under Section 6.06(i)); (d) transactions or arrangements described in Schedule 6.10 or 6.11 and any renewals or extensions of any such agreements (so long as such renewals or extensions amendments thereto that are not less favorable in any material respect to the Credit Parties taken as a whole as those provided for in the original agreements (it being understood that if the Borrower or its Subsidiariesdelivers to the Administrative Agent a certificate of an Authorized Officer together with a reasonably detailed description of the terms of such amendments stating that the Borrower has determined in good faith that such terms satisfy the foregoing requirement and the Administrative Agent does not notify the Borrower within five Business Days of delivery of such certificate that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees); , then such amendments shall be deemed to satisfy the foregoing requirement), (e) any transactions between a Credit Party and any Person that is an Affiliate solely because a director of such Person is also a director of a Credit Party, so long as such director abstains from voting as a director of such Credit Party in any matter involving such Person; (f) Restricted Junior Payments permitted to be made under Section 6.04; 6.5, (f) transactions permitted among the Borrower and its Restricted Subsidiaries under Sections 6.1(f) and (m) and 6.7, (g) transactions with consultants, customers, clients, suppliers, lessees or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement; (h) transactions effected as a part of a Qualified Receivables Transaction and any Permitted Refinancing thereof; (i) Investments permitted under Sections 6.06(c), (o), (p) and (t); (j) the issuances of Equity Interests or other securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangementsagreements, stock option options and stock ownership plans or similar employee benefit plans approved by a majority of the Board of Directors of the Borrower or majority of disinterested members of the Board of Directors or any direct or indirect parent company of a Subsidiary of the Borrower, as appropriate, in good faith; (k) any employment or consulting agreement, incentive agreement, employee benefit plan, severance agreement, stock option or stock ownership plan, or any similar arrangement entered into by the Borrower or any of its Subsidiaries in the ordinary course of business and approved by the Board of Directors of the Borrower, and payments, awards, grants or issuances of Capital Stock or other securities pursuant thereto; (l) any transaction with a Person in its capacity as a holder of Indebtedness or Equity Interests board of the Borrower or any of its Subsidiaries where such Person is treated no more favorably than the other holders of Indebtedness or Equity Interests of the Borrower or any of its Subsidiaries; applicable Restricted Subsidiary and (mh) entering into, making payments pursuant to employment and otherwise performing an indemnification and contribution agreement severance arrangements entered into in favor the ordinary course of business between any Person and each Person who is or becomes a director, officer, agent or employee of the Borrower or any of its Subsidiaries, in respect of liabilities (i) arising under the Securities Act, the Exchange Act Credit Party and any other applicable securities laws or otherwise, in connection with any offering of securities by the Borrower, (ii) incurred to third parties for any action or failure to act of the Borrower or any of its Subsidiaries, predecessors or successors, (iii) arising out of the fact that any indemnitee was or is a director, officer, agent or employee of the Borrower or any of its Subsidiaries, or is or was serving at the request of any such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise or (iv) to the fullest extent permitted by Delaware or other applicable state law, arising out of any breach or alleged breach by such indemnitee of his or her fiduciary duty as a director or officer of the Borrower or any of its Subsidiaries. For purposes of this Section 6.10, any transaction with any Affiliate shall be deemed to have satisfied the standard set forth in the first sentence hereof if such transaction shall be approved (in form and substance reasonably satisfactory to the Administrative Agent) by a nationally recognized expert with expertise in appraising the terms and conditions of the type of transaction for which approval is requiredthereof.

Transactions with Shareholders and Affiliates. No Credit Party shallWithout the prior written approval of the Requisite Lenders, nor which approval may be granted, withheld, conditioned or delayed in their sole discretion, the Loan Parties shall it not, and shall not permit any of its their respective Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction involving aggregate consideration in excess of $5,000,000 (including including, without limitation, the purchase, sale, lease or exchange of any property or property, the rendering of any serviceservice or the making of any Investment or guaranty, or the amendment, restatement, supplement or other change of, or waiver or failure to enforce any obligations under, any agreement) with any holder of 5% or more of any class of equity Securities of BHR or any Affiliate of the Borrower BHR unless on terms that (i) for transactions where the total value of consideration is less than $500,000, an officer of BHR who is not an Affiliate of BHR determines and (ii) for transactions where the total value or consideration is $500,000 or greater, a majority of the members of the Board of Directors of BHR who are not officers, principals, employees, partners of BHR or any of its Affiliates or beneficiaries or holders of 25% or more of any class of equity Securities of BHR or any of its Affiliates, including Borrowers, determines are (x) fair and reasonable and provide for exchange of fair consideration and reasonably equivalent value between or among the parties thereto or (y) are not less favorable to the Borrower BHR, Borrowers or that such Subsidiary, as the case may be, than those that might be obtained in a comparable transaction at the time on an arms-length basis from a Person Persons who is are not such a holder or Affiliate; provided, the foregoing restriction however, that this Section 7.12 shall not apply to (a) any transaction between the Borrower Borrowers and any of its Subsidiaries other Affiliate Pledgor or among Subsidiaries between any of the Borrower; Affiliate Pledgors, (b) any transaction listed on Schedule 7.12 annexed hereto (but not any amendment, restatement, supplement or other change of, or 103 111 waiver or failure to enforce any obligations under, any agreement related thereto), (c) reasonable and customary fees paid to members of the board Boards of directors (or similar governing body) Directors of the Borrower and its Subsidiaries; (c) compensation or fees to, or the provision of benefits for officers, consultants and former consultants, directors and employees of the Borrower BHR and its Subsidiaries entered into in the ordinary course of business (including, without limitation, loans and advances permitted under Section 6.06(i)); (d) transactions reasonable compensation payable or arrangements described in Schedule 6.10 or any renewals or extensions paid to senior management personnel of any such agreements (so long as such renewals or extensions are not less favorable in any material respect to the Borrower or its Subsidiaries); (e) any transactions between a Credit Party and any Person that is an Affiliate solely because a director of such Person is also a director of a Credit Party, so long as such director abstains from voting as a director of such Credit Party in any matter involving such Person; (f) Restricted Junior Payments permitted to be made under Section 6.04; (g) transactions with consultants, customers, clients, suppliers, lessees or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement; (h) transactions effected as a part of a Qualified Receivables Transaction and any Permitted Refinancing thereof; (i) Investments permitted under Sections 6.06(c), (o), (p) and (t); (j) the issuances of Equity Interests or other securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by a majority of the Board of Directors of the Borrower or majority of disinterested members of the Board of Directors or any direct or indirect parent company of a Subsidiary of the Borrower, as appropriate, in good faith; (k) any employment or consulting agreement, incentive agreement, employee benefit plan, severance agreement, stock option or stock ownership plan, or any similar arrangement entered into by the Borrower or any of its Subsidiaries in the ordinary course of business approved by the Board of Directors of the Borrower, and payments, awards, grants or issuances of Capital Stock or other securities pursuant thereto; (l) any transaction with a Person in its capacity as a holder of Indebtedness or Equity Interests of the Borrower or any of its Subsidiaries where such Person is treated no more favorably than the other holders of Indebtedness or Equity Interests of the Borrower or any of its Subsidiaries; and (m) entering into, making payments pursuant to and otherwise performing an indemnification and contribution agreement in favor of any Person and each Person who is or becomes a director, officer, agent or employee of the Borrower or any of its Subsidiaries, in respect of liabilities (i) arising under the Securities Act, the Exchange Act and any other applicable securities laws or otherwise, in connection with any offering of securities by the Borrower, (ii) incurred to third parties for any action or failure to act of the Borrower or any of its Subsidiaries, predecessors or successors, (iii) arising out of the fact that any indemnitee was or is a director, officer, agent or employee of the Borrower or any of its Subsidiaries, or is or was serving at the request of any such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise or (iv) to the fullest extent permitted by Delaware or other applicable state law, arising out of any breach or alleged breach by such indemnitee of his or her fiduciary duty as a director or officer of the Borrower or any of its Subsidiaries. For purposes of this Section 6.10, any transaction with any Affiliate shall be deemed to have satisfied the standard set forth in the first sentence hereof if such transaction shall be approved (in form and substance reasonably satisfactory to the Administrative Agent) by a nationally recognized expert with expertise in appraising the terms and conditions of the type of transaction for which approval is requiredBorrowers.

Transactions with Shareholders and Affiliates. No Credit Party shallThe Company shall not, nor and shall it not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into into, renew or permit to exist extend any transaction involving aggregate consideration in excess of $5,000,000 (including including, without limitation, the purchase, sale, lease or exchange of any property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or with any Affiliate of the Borrower on Company or any Restricted Subsidiary, except upon fair and reasonable terms that are no less favorable to the Borrower Company or that Subsidiarysuch Restricted Subsidiary than could be obtained, as the case may be, than those that might be obtained at the time from of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person who that is not such a holder or an Affiliate; provided. The foregoing limitation does not limit, the foregoing restriction and shall not apply to (a) any transaction between the Borrower and any of its Subsidiaries or among Subsidiaries of the Borrower; (b) customary fees paid to members of the board of directors (or similar governing body) of the Borrower and its Subsidiaries; (c) compensation or fees to, or the provision of benefits for officers, consultants and former consultants, directors and employees of the Borrower and its Subsidiaries entered into in the ordinary course of business (including, without limitation, loans and advances permitted under Section 6.06(i)); (d) transactions or arrangements described in Schedule 6.10 or any renewals or extensions of any such agreements (so long as such renewals or extensions are not less favorable in any material respect to the Borrower or its Subsidiaries); (e) any transactions between a Credit Party and any Person that is an Affiliate solely because a director of such Person is also a director of a Credit Party, so long as such director abstains from voting as a director of such Credit Party in any matter involving such Person; (f) Restricted Junior Payments permitted to be made under Section 6.04; (g) transactions with consultants, customers, clients, suppliers, lessees or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement; (h) transactions effected as a part of a Qualified Receivables Transaction and any Permitted Refinancing thereof; : (i) Investments permitted under Sections 6.06(c), transactions (o), (pA) and (t); (j) the issuances of Equity Interests or other securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by a majority of the Board of Directors of the Borrower or majority of disinterested members of the Board of Directors or any direct (B) for which the Company or indirect parent company a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of the Borrower, as appropriate, in good faithview; (kii) any employment or consulting agreement, incentive agreement, employee benefit plan, severance agreement, stock option or stock ownership plan, or any similar arrangement entered into by transaction solely between the Borrower or Company and any of its Wholly Owned Restricted Subsidiaries in the ordinary course of business approved by the Board of Directors of the Borrower, and payments, awards, grants or issuances of Capital Stock or other securities pursuant thereto; (l) any transaction with a Person in its capacity as a holder of Indebtedness or Equity Interests of the Borrower or any of its Subsidiaries where such Person is treated no more favorably than the other holders of Indebtedness or Equity Interests of the Borrower or any of its solely between Wholly Owned Restricted Subsidiaries; and (m) entering into, making payments pursuant to and otherwise performing an indemnification and contribution agreement in favor of any Person and each Person who is or becomes a director, officer, agent or employee of the Borrower or any of its Subsidiaries, in respect of liabilities (i) arising under the Securities Act, the Exchange Act and any other applicable securities laws or otherwise, in connection with any offering of securities by the Borrower, (ii) incurred to third parties for any action or failure to act of the Borrower or any of its Subsidiaries, predecessors or successors, (iii) arising out the payment of reasonable fees to directors of the fact that any indemnitee was or is a director, officer, agent or employee Company who are not employees of the Borrower or any of its Subsidiaries, or is or was serving at the request of any such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise Company; or (iv) to the fullest extent permitted by Delaware any payments or other applicable state lawtransactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes. Notwithstanding the foregoing, arising out of any breach or alleged breach transaction covered by such indemnitee of his or her fiduciary duty as a director or officer of the Borrower or any of its Subsidiaries. For purposes first paragraph of this Section 6.105.11 and not covered by clauses (ii) through (iv) of this paragraph, any transaction with any Affiliate shall the aggregate amount of which exceeds $100,000 in value, must be deemed approved or determined to have satisfied the standard set forth be fair in the first sentence hereof if such transaction shall be approved manner provided for in clause (in form and substance reasonably satisfactory to the Administrative Agenti)(A) by a nationally recognized expert with expertise in appraising the terms and conditions of the type of transaction for which approval is requiredor (B) above.

Transactions with Shareholders and Affiliates. No Credit Party Borrower shall, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction involving aggregate consideration in excess of $5,000,000 (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of any Credit Party; provided, however, that the Borrower on Borrowers and the Restricted Subsidiaries may enter into or permit to exist any such transaction if the terms that of such transaction are not, taken as a whole, less favorable in any material respect to the such Borrower or that Restricted Subsidiary, as the case may be, than those that might be obtained at the time in a comparable arm’s length transaction from a Person who is not such a holder or an Affiliate; provided, further, that the foregoing restriction restrictions shall not apply to (a) (i) any transaction between the Borrower Credit Parties (other than Holdings) and any of its Subsidiaries (ii) transactions between or among Restricted Subsidiaries of the Borrowerthat are not Credit Parties; (b) customary transactions, arrangements, fees paid to reimbursements and indemnities specifically and expressly permitted between or among such parties under this Agreement or any other Credit Document; (c) reasonable compensation arrangements for members of the board of directors (or similar governing body), officers and other employees of each Credit Party (other than Holdings) of the Borrower and its Subsidiaries; (c) compensation or fees to, or the provision of benefits for officers, consultants and former consultants, directors and employees of the Borrower and its Restricted Subsidiaries entered into in the ordinary course of business (including, without limitation, loans and advances permitted under Section 6.06(i))business; (d) transactions Restricted Payments and Restricted Debt Payments permitted by Section 6.05(a) or arrangements described in Schedule 6.10 or any renewals or extensions of any such agreements (so long as such renewals or extensions are not less favorable in any material respect to the Borrower or its Subsidiariesb); , (e) any transactions between a Credit Party and any Person that is an Affiliate solely because a director of such Person is also a director of a Credit Party, so long as such director abstains from voting as a director of such Credit Party in any matter involving such PersonInvestments permitted by Section 6.07; (f) Restricted Junior Payments permitted to be made under Section 6.04Permitted Stock Issuances; (g) transactions with consultantsthe existence of, customers, clients, suppliers, lessees or purchasers or sellers and the performance by any Credit Party (other than Holdings) of goods or services, in each case in the ordinary course of business and otherwise in compliance with its obligations under the terms of this Agreementof, any Organizational Document or security holders agreement (including any purchase agreement related thereto) to which it is a party on the Closing Date and set forth on Schedule 6.12; (h) transactions effected as a part of a Qualified Receivables Transaction and any Permitted Refinancing thereofpayments under the TCP Director Agreement to the extent permitted under the TCP Subordination Agreement; (i) Investments guarantees permitted under Sections 6.06(c), (o), (p) and (t)by Section 6.01; (j) the issuances of Equity Interests or other securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option PSD Guarantee; and stock ownership plans or similar employee benefit plans approved by a majority of the Board of Directors of the Borrower or majority of disinterested members of the Board of Directors or any direct or indirect parent company of a Subsidiary of the Borrower, as appropriate, in good faith; (k) any employment or consulting agreement, incentive agreement, employee benefit plan, severance agreement, stock option or stock ownership plan, or any similar arrangement entered into by the Borrower or any of its Subsidiaries in the ordinary course of business approved by the Board of Directors of the Borrower, and payments, awards, grants or issuances of Capital Stock or other securities pursuant thereto; (l) any transaction with a Person in its capacity as a holder of Indebtedness or Equity Interests of the Borrower or any of its Subsidiaries where such Person is treated no more favorably than the other holders of Indebtedness or Equity Interests of the Borrower or any of its Subsidiaries; and (m) entering into, making payments pursuant to and otherwise performing an indemnification and contribution agreement in favor of any Person and each Person who is or becomes a director, officer, agent or employee of the Borrower or any of its Subsidiaries, in respect of liabilities (i) arising under the Securities Act, the Exchange Act and any other applicable securities laws or otherwise, in connection with any offering of securities by the Borrower, (ii) incurred to third parties for any action or failure to act of the Borrower or any of its Subsidiaries, predecessors or successors, (iii) arising out of the fact that any indemnitee was or is a director, officer, agent or employee of the Borrower or any of its Subsidiaries, or is or was serving at the request of any such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise or (iv) to the fullest extent permitted by Delaware or other applicable state law, arising out of any breach or alleged breach by such indemnitee of his or her fiduciary duty as a director or officer of the Borrower or any of its Subsidiaries. For purposes of this Section 6.10, any transaction with any Affiliate shall be deemed to have satisfied the standard set forth in the first sentence hereof if such transaction shall be approved (in form and substance reasonably satisfactory to the Administrative Agent) by a nationally recognized expert with expertise in appraising the terms and conditions of the type of transaction for which approval is requiredWarrant.

Transactions with Shareholders and Affiliates. No Credit Party shallExcept for the --------------------------------------------- transactions evidenced by the agreements set forth on Schedule 6.3(H) as such --------------- agreements are in effect as of the date hereof (or hereafter amended with the Agent's consent) and except as permitted pursuant to the provisions of Section ------- 6.3(F), nor no Borrower shall it permit directly or indirectly (i) except as otherwise ------ permitted by clause (ii) below, pay any management fees or other similar fees or compensation to any of its Subsidiaries toManagement or any other Affiliate of any Borrower or of Eos, directly other than (w) wages, salaries, bonuses and other employee benefits provided in the ordinary course of business under board approved policies, of employees who are also stockholders of any Borrower in the ordinary course and consistent with past practices, (x) payment of directors fees not to exceed $75,000 per fiscal year and directors' out-of-pocket costs and expenses, (y) the payment of up to $125,000 in any fiscal year and reimbursement of out-of-pocket expenses pursuant to the Management Agreement, and (z) payment of an advisors fee to EOS for services rendered thereby in respect to the ICI Stock Acquisition; provided, however, -------- ------- that no amounts described in clauses (y) and (z) above shall be permitted if either a Default or indirectlyan Unmatured Default shall have occurred and be continuing at such time or as a result thereof, or (ii) enter into or permit to exist any transaction involving aggregate consideration in excess of $5,000,000 (including including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service, but other than the rendering of services pursuant to ordinary course employment relationships) with any of Management or any Affiliate of the Borrower or Eos, on terms that are less favorable to the applicable Borrower or that Subsidiary, as the case may be, 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 (a) any transaction between the Borrower and any of its Subsidiaries or among Subsidiaries of the Borrower; (b) customary fees paid to members of the board of directors (or similar governing body) of the Borrower and its Subsidiaries; (c) compensation or fees to, or the provision of benefits for officers, consultants and former consultants, directors and employees of the Borrower and its Subsidiaries entered into in the ordinary course of business (including, without limitation, loans and advances permitted under Section 6.06(i)); (d) transactions or arrangements described in Schedule 6.10 or any renewals or extensions of any such agreements (so long as such renewals or extensions are not less favorable in any material respect to the Borrower or its Subsidiaries); (e) any transactions between a Credit Party and any Person that is an Affiliate solely because a director of (as determined in good faith by such Person is also a director of a Credit Party, so long as such director abstains from voting as a director of such Credit Party in any matter involving such Person; (f) Restricted Junior Payments permitted to be made under Section 6.04; (g) transactions with consultants, customers, clients, suppliers, lessees or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement; (h) transactions effected as a part of a Qualified Receivables Transaction and any Permitted Refinancing thereof; (i) Investments permitted under Sections 6.06(c), (o), (p) and (t); (j) the issuances of Equity Interests or other securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by a majority of the Borrower's Board of Directors of the Borrower or majority of disinterested members of the Board of Directors or any direct or indirect parent company of a Subsidiary of the Borrower, as appropriate, in good faith; (k) any employment or consulting agreement, incentive agreement, employee benefit plan, severance agreement, stock option or stock ownership plan, or any similar arrangement entered into by the Borrower or any of its Subsidiaries in the ordinary course of business approved by the Board of Directors of the Borrower, and payments, awards, grants or issuances of Capital Stock or other securities pursuant thereto; (l) any transaction with a Person in its capacity as a holder of Indebtedness or Equity Interests of the Borrower or any of its Subsidiaries where such Person is treated no more favorably than the other holders of Indebtedness or Equity Interests of the Borrower or any of its Subsidiaries; and (m) entering into, making payments pursuant to and otherwise performing an indemnification and contribution agreement in favor of any Person and each Person who is or becomes a director, officer, agent or employee of the Borrower or any of its Subsidiaries, in respect of liabilities (i) arising under the Securities Act, the Exchange Act and any other applicable securities laws or otherwise, in connection with any offering of securities by the Borrower, (ii) incurred to third parties for any action or failure to act of the Borrower or any of its Subsidiaries, predecessors or successors, (iii) arising out of the fact that any indemnitee was or is a director, officer, agent or employee of the Borrower or any of its Subsidiaries, or is or was serving at the request of any such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise or (iv) to the fullest extent permitted by Delaware or other applicable state law, arising out of any breach or alleged breach by such indemnitee of his or her fiduciary duty as a director or officer of the Borrower or any of its Subsidiaries. For purposes of this Section 6.10, any transaction with any Affiliate shall be deemed to have satisfied the standard set forth in the first sentence hereof if such transaction shall be approved (in form and substance reasonably satisfactory to the Administrative Agent) by a nationally recognized expert with expertise in appraising the terms and conditions of the type of transaction for which approval is requiredDirectors).

Transactions with Shareholders and Affiliates. No Credit Party Borrower shall, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction involving aggregate consideration in excess of $5,000,000 (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of any Credit Party; provided, however, that the Borrower on Borrowers and the Restricted Subsidiaries may enter into or permit to exist any such transaction if the terms that of such transaction are not, taken as a whole, less favorable in any material respect to the such Borrower or that Restricted Subsidiary, as the case may be, than those that might be obtained at the time in a comparable arm’s length transaction NAI-1537228099v3 from a Person who is not such a holder or an Affiliate; provided, further, that the foregoing restriction restrictions shall not apply to (a) (i) any transaction between the Borrower Credit Parties and any of its Subsidiaries (ii) transactions between or among (x) Restricted Subsidiaries of that are not Credit Parties and (y) Credit Parties and Restricted Subsidiaries that are not Credit Parties to the Borrowerextent permitted under this Agreement; (b) customary transactions, arrangements, fees paid to reimbursements and indemnities specifically and expressly permitted between or among such parties under this Agreement or any other Credit Document; (c) reasonable compensation arrangements for members of the board of directors (or similar governing body) ), officers and other employees of the Borrower each Credit Party and its Subsidiaries; (c) compensation or fees to, or the provision of benefits for officers, consultants and former consultants, directors and employees of the Borrower and its Restricted Subsidiaries entered into in the ordinary course of business (including, without limitation, loans and advances permitted under Section 6.06(i))business; (d) transactions Restricted Payments and Restricted Debt Payments permitted by Section 6.05(a) or arrangements described in Schedule 6.10 or any renewals or extensions of any such agreements (so long as such renewals or extensions are not less favorable in any material respect to the Borrower or its Subsidiariesb); , (e) any transactions between a Credit Party and any Person that is an Affiliate solely because a director of such Person is also a director of a Credit Party, so long as such director abstains from voting as a director of such Credit Party in any matter involving such PersonInvestments permitted by Section 6.07; (f) Restricted Junior Payments permitted to be made under Section 6.04Permitted Stock Issuances; (g) transactions with consultantsthe existence of, customers, clients, suppliers, lessees or purchasers or sellers and the performance by any Credit Party of goods or services, in each case in the ordinary course of business and otherwise in compliance with its obligations under the terms of this Agreementof, any Organizational Document or security holders agreement (including any purchase agreement related thereto) to which it is a party on the Closing Date and set forth on Schedule 6.12; (h) transactions effected as a part of a Qualified Receivables Transaction payments under the TCP Director Agreement; and any Permitted Refinancing thereof; (i) Investments permitted under Sections 6.06(c), (o), (p) and (t); (j) the issuances of Equity Interests or other securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by a majority of the Board of Directors of the Borrower or majority of disinterested members of the Board of Directors or any direct or indirect parent company of a Subsidiary of the Borrower, as appropriate, in good faith; (k) any employment or consulting agreement, incentive agreement, employee benefit plan, severance agreement, stock option or stock ownership plan, or any similar arrangement entered into by the Borrower or any of its Subsidiaries in the ordinary course of business approved by the Board of Directors of the Borrower, and payments, awards, grants or issuances of Capital Stock or other securities pursuant thereto; (l) any transaction with a Person in its capacity as a holder of Indebtedness or Equity Interests of the Borrower or any of its Subsidiaries where such Person is treated no more favorably than the other holders of Indebtedness or Equity Interests of the Borrower or any of its Subsidiaries; and (m) entering into, making payments pursuant to and otherwise performing an indemnification and contribution agreement in favor of any Person and each Person who is or becomes a director, officer, agent or employee of the Borrower or any of its Subsidiaries, in respect of liabilities (i) arising under the Securities Act, the Exchange Act and any other applicable securities laws or otherwise, in connection with any offering of securities by the Borrower, (ii) incurred to third parties for any action or failure to act of the Borrower or any of its Subsidiaries, predecessors or successors, (iii) arising out of the fact that any indemnitee was or is a director, officer, agent or employee of the Borrower or any of its Subsidiaries, or is or was serving at the request of any such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise or (iv) to the fullest extent guarantees permitted by Delaware or other applicable state law, arising out of any breach or alleged breach by such indemnitee of his or her fiduciary duty as a director or officer of the Borrower or any of its Subsidiaries. For purposes of this Section 6.10, any transaction with any Affiliate shall be deemed to have satisfied the standard set forth in the first sentence hereof if such transaction shall be approved (in form and substance reasonably satisfactory to the Administrative Agent) by a nationally recognized expert with expertise in appraising the terms and conditions of the type of transaction for which approval is required6.01.

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 involving aggregate consideration in excess of $5,000,000 (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Borrower involving aggregate payments or consideration in excess of $2,750,000 unless such transaction is on terms that are less at least as favorable to the Borrower or that Restricted Subsidiary, as the case may be, than as those that might be obtained in a comparable arms-length transaction at the time from a Person who is not such a holder or Affiliatean Affiliate of Borrower; provided, the foregoing restriction shall not apply to (a) any transaction between the Borrower and any of its Subsidiaries or among Subsidiaries of the BorrowerRestricted Subsidiary; (b) reasonable and customary fees paid to members and reimbursement of the board expenses of directors (directors, officers, managers, employees or similar governing body) consultant of the Borrower and or any of its Restricted Subsidiaries; (c) compensation and compensation arrangements for present or fees to, or the provision of benefits for future officers, consultants and former consultants, directors and other employees of the Borrower and its Subsidiaries (including bonuses) and other benefits (including health, retirement, stock option and other benefit plans) entered into in the ordinary course of business (including, without limitation, loans and advances permitted under Section 6.06(i))business; (d) transactions or arrangements described in Schedule 6.10 or any renewals or extensions issuance of any such agreements (so long as such renewals or extensions are not less favorable in any material respect Equity Interests of Borrower to the Borrower or its Subsidiaries)Affiliates of Borrower; (e) any transactions between a Credit Party and any Person that is an Affiliate solely because a director of such Person is also a director of a Credit Party, so long as such director abstains from voting as a director of such Credit Party in any matter involving such Person; (f) Restricted Junior Payments permitted to be made under Section 6.04; (g) transactions with consultants, customers, clients, suppliers, lessees or suppliers and purchasers or sellers of goods and services (including pursuant to joint venture agreements) otherwise in compliance with the terms hereof that are not materially less favorable taken as a whole than what Borrower and its Restricted Subsidiaries might reasonably have obtained from an unaffiliated party; (f) loans or servicesadvances to employees in the ordinary course of business in an aggregate amount not to exceed $3,300,000; (g) payment of fees and expense reimbursement due pursuant to Highgate Agreement; (h) dividends permitted by Section 6.4; (i) mergers, in each case amalgamations, consolidations and intercompany dispositions expressly permitted by Section 6.8; (j) license agreements relating to Intellectual Property granted by Borrower or its Restricted Subsidiaries in the ordinary course of business and otherwise not interfering in compliance any material respect with the terms ordinary conduct of this Agreement; (h) transactions effected as a part business of a Qualified Receivables Transaction Borrower and its Restricted Subsidiaries, provided that any Permitted Refinancing thereof; (i) Investments permitted under Sections 6.06(c), (o), (p) and (t); (j) such exclusive licenses or sublicenses are not licenses or sublicenses of Intellectual Property material to the issuances business of Equity Interests or other securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by a majority of the Board of Directors of the Borrower or majority of disinterested members of the Board of Directors or any direct or indirect parent company of a Subsidiary of the Borrower, as appropriate, in good faithits Restricted Subsidiaries; (k) any employment or consulting agreement, incentive agreement, employee benefit plan, severance agreement, stock option or stock ownership plan, or any similar arrangement entered into sales of Disqualified Equity Interests of Borrower to Affiliates not otherwise prohibited by the Borrower or any Credit Documents and the granting of its Subsidiaries registration and other customary rights in the ordinary course of business approved by the Board of Directors of the Borrower, connection therewith; and payments, awards, grants or issuances of Capital Stock or other securities pursuant thereto; (l) any transaction with a Person in its capacity as a holder of Indebtedness or Equity Interests of an Affiliate where the only consideration paid by Borrower or any of its Restricted Subsidiaries where such Person is treated no more favorably than the other holders of Indebtedness or Disqualified Equity Interests of the Borrower or any of its Subsidiaries; and (m) entering into, making payments pursuant to and otherwise performing an indemnification and contribution agreement in favor of any Person and each Person who is or becomes a director, officer, agent or employee of the Borrower or any of its Subsidiaries, in respect of liabilities (i) arising under the Securities Act, the Exchange Act and any other applicable securities laws or otherwise, in connection with any offering of securities by the Borrower, (ii) incurred to third parties for any action or failure to act of the Borrower or any of its Subsidiaries, predecessors or successors, (iii) arising out of the fact that any indemnitee was or is a director, officer, agent or employee of the Borrower or any of its Subsidiaries, or is or was serving at the request of any such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise or (iv) to the fullest extent permitted by Delaware or other applicable state law, arising out of any breach or alleged breach by such indemnitee of his or her fiduciary duty as a director or officer of the Borrower or any of its Subsidiaries. For purposes of this Section 6.10, any transaction with any Affiliate shall be deemed to have satisfied the standard set forth in the first sentence hereof if such transaction shall be approved (in form and substance reasonably satisfactory to the Administrative Agent) by a nationally recognized expert with expertise in appraising the terms and conditions of the type of transaction for which approval is required.

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 involving aggregate consideration in excess of $5,000,000 (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; provided, however, that the Borrower on Credit Parties and their Subsidiaries may enter into or permit to exist any such transaction if both (i) in respect of any transaction involving (A) aggregate annual revenues or aggregate annual expenses (whichever is greater) in excess of $750,000, Administrative Agent has consented to such Transaction (such consent not to be unreasonably withheld, delayed or conditioned) and (B) aggregate annual revenues or aggregate annual expenses (whichever is greater) in excess of $375,000, Administrative Agent has received written notice of such transaction not less than ten (10) Business Days prior thereto, and (ii) the terms that of such transaction are not less favorable to the Borrower 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, further, that the foregoing restriction restrictions shall not apply to (a) any transaction between the Borrower Company and any of its Subsidiaries or among Subsidiaries of the BorrowerGuarantor; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of the Borrower Holdings and its Subsidiaries; (c) compensation or fees to, or the provision of benefits arrangements for officers, consultants officers and former consultants, directors and other employees of the Borrower Holdings and its Subsidiaries entered into in the ordinary course of business (including, without limitation, loans and advances permitted under Section 6.06(i))business; (d) transactions or arrangements described Qualified Equity Raises which result in Schedule 6.10 or any renewals or extensions net cash proceeds of any such agreements (so long as such renewals or extensions are not less favorable in any material respect up to the Borrower or its Subsidiaries)$485,000,000 contributed to Company; (e) any transactions between a Credit Party the Closing Date Equity Transaction and any Person that is an Affiliate solely because a director of such Person is also a director of a Credit Party, so long as such director abstains from voting as a director of such Credit Party in any matter involving such Personthe IPO Transaction; (f) Restricted Junior Payments permitted to be made under Section 6.04transactions described in Schedule 6.12; and (g) transactions described in clause (e) of Section 6.5. Company shall disclose in writing each transaction with consultants, customers, clients, suppliers, lessees any holder of 10% or purchasers or sellers more of goods or services, in each case in the ordinary course any class of business and otherwise in compliance with the terms Capital Stock of this Agreement; (h) transactions effected as a part of a Qualified Receivables Transaction and any Permitted Refinancing thereof; (i) Investments permitted under Sections 6.06(c), (o), (p) and (t); (j) the issuances of Equity Interests or other securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by a majority of the Board of Directors of the Borrower or majority of disinterested members of the Board of Directors or any direct or indirect parent company of a Subsidiary of the Borrower, as appropriate, in good faith; (k) any employment or consulting agreement, incentive agreement, employee benefit plan, severance agreement, stock option or stock ownership plan, or any similar arrangement entered into by the Borrower Holdings or any of its Subsidiaries in the ordinary course of business approved by the Board of Directors of the Borrower, and payments, awards, grants or issuances of Capital Stock or other securities pursuant thereto; (l) any transaction with a Person in its capacity as a holder of Indebtedness or Equity Interests of the Borrower or any of its Subsidiaries where such Person is treated no more favorably than the other holders of Indebtedness or Equity Interests of the Borrower or any of its Subsidiaries; and (m) entering into, making payments pursuant to and otherwise performing an indemnification and contribution agreement in favor of any Person and each Person who is or becomes a director, officer, agent or employee of the Borrower or any of its Subsidiaries, in respect of liabilities (i) arising under the Securities Act, the Exchange Act and any other applicable securities laws or otherwise, in connection with any offering Affiliate of securities by the Borrower, (ii) incurred to third parties for any action Holdings or failure to act of the Borrower or any of its Subsidiaries, predecessors or successors, (iii) arising out of the fact that any indemnitee was or is a director, officer, agent or employee of the Borrower or any of its Subsidiaries, or is or was serving at the request of any such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise or (iv) holder to the fullest extent permitted by Delaware or other applicable state law, arising out of any breach or alleged breach by such indemnitee of his or her fiduciary duty as a director or officer of the Borrower or any of its Subsidiaries. For purposes of this Section 6.10, any transaction with any Affiliate shall be deemed to have satisfied the standard set forth in the first sentence hereof if such transaction shall be approved (in form and substance reasonably satisfactory to the Administrative Agent, other than transactions described in clause (f) by a nationally recognized expert with expertise in appraising the terms and conditions of the type of transaction for which approval is requiredSection 6.5.

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 involving aggregate consideration in excess of $5,000,000 (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 equity Securities of Holdings or with any Affiliate of the Borrower Holdings or of any such holder, on terms that are less favorable to the Borrower 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 the Borrower Holdings and any of its Subsidiaries or among Subsidiaries between any of the Borrower; (b) customary fees paid to members of the board of directors (or similar governing body) of the Borrower and its Subsidiaries; , (cii) compensation any payment from Company to Holdings and the General Partner expressly permitted under subsection 7.5 and any payment by Holdings permitted under subsection 7.5, (iii) the payment of Bain Management Fees under the Bain Advisory Services Agreement, (iv) any employment agreement entered into by Holdings or fees toany of its Subsidiaries in the ordinary course of business, (v) any issuance of Common Units or the provision Preferred Units or Qualified Preferred Units in connection with employment arrangements, stock options and stock ownership plans of benefits for officers, consultants and former consultants, directors and employees Holdings or any of the Borrower and its Subsidiaries entered into in the ordinary course of business and the performance of obligations thereunder, (includingvi) any of the Recapitalization Transactions, without limitation(vii) reasonable and customary fees, loans expenses and advances permitted indemnities paid to members of the Boards of Directors or Board of Managers, as the case may be, of Holdings and its Subsidiaries, (viii) the performance of obligations under Section 6.06(i)); the Related Agreements, (dix) transactions with Xxx Xxxxxxx; provided that any amounts received by Xxx Xxxxxxx pursuant to this clause (ix) -------- in excess of salary and other compensation contractually due to him from Company shall not exceed $50,000 in any Fiscal Year, or arrangements (x) transactions described in Schedule 6.10 or any renewals or extensions of any such agreements (so long as such renewals or extensions are not less favorable in any material respect to the Borrower or its Subsidiaries); (e) any transactions between a Credit Party and any Person that is an Affiliate solely because a director of such Person is also a director of a Credit Party, so long as such director abstains from voting as a director of such Credit Party in any matter involving such Person; (f) Restricted Junior Payments permitted to be made under Section 6.04; (g) transactions with consultants, customers, clients, suppliers, lessees or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement; (h) transactions effected as a part of a Qualified Receivables Transaction and any Permitted Refinancing thereof; (i) Investments permitted under Sections 6.06(c), (o), (p) and (t); (j) the issuances of Equity Interests or other securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by a majority of the Board of Directors of the Borrower or majority of disinterested members of the Board of Directors or any direct or indirect parent company of a Subsidiary of the Borrower, as appropriate, in good faith; (k) any employment or consulting agreement, incentive agreement, employee benefit plan, severance agreement, stock option or stock ownership plan, or any similar arrangement entered into by the Borrower or any of its Subsidiaries in the ordinary course of business approved by the Board of Directors of the Borrower, and payments, awards, grants or issuances of Capital Stock or other securities pursuant thereto; (l) any transaction with a Person in its capacity as a holder of Indebtedness or Equity Interests of the Borrower or any of its Subsidiaries where such Person is treated no more favorably than the other holders of Indebtedness or Equity Interests of the Borrower or any of its Subsidiaries; and (m) entering into, making payments pursuant to and otherwise performing an indemnification and contribution agreement in favor of any Person and each Person who is or becomes a director, officer, agent or employee of the Borrower or any of its Subsidiaries, in respect of liabilities (i) arising under the Securities Act, the Exchange Act and any other applicable securities laws or otherwise, in connection with any offering of securities by the Borrower, (ii) incurred to third parties for any action or failure to act of the Borrower or any of its Subsidiaries, predecessors or successors, (iii) arising out of the fact that any indemnitee was or is a director, officer, agent or employee of the Borrower or any of its Subsidiaries, or is or was serving at the request of any such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise or (iv) to the fullest extent permitted by Delaware or other applicable state law, arising out of any breach or alleged breach by such indemnitee of his or her fiduciary duty as a director or officer of the Borrower or any of its Subsidiaries7.11 annexed hereto. For purposes of this Section 6.10, any transaction with any Affiliate shall be deemed to have satisfied the standard set forth in the first sentence hereof if such transaction shall be approved (in form and substance reasonably satisfactory to the Administrative Agent) by a nationally recognized expert with expertise in appraising the terms and conditions of the type of transaction for which approval is required.-------------

Transactions with Shareholders and Affiliates. No Credit Party shallBorrower shall not, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction involving aggregate consideration in excess of $5,000,000 (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of any Credit Party; provided, however, that the Borrower on and the Restricted Subsidiaries may enter into or permit to exist any such transaction if the terms that of such transaction are not, taken as a whole, less favorable in any material respect to the Borrower or that any Restricted Subsidiary, as the case may be, than those that might be obtained at the time in a comparable arm’s length transaction from a Person who is not such a holder or an Affiliate; provided, further, that the foregoing restriction restrictions shall not apply to (a) (i) any transaction between the Borrower Credit Parties (other than Borrower) and any of its Subsidiaries (ii) transactions between or among Restricted Subsidiaries of the Borrowerthat are not Credit Parties; (b) customary transactions, arrangements, fees paid to reimbursements and indemnities specifically and expressly permitted between or among such parties under this Agreement or any other Credit Document; (c) reasonable compensation arrangements for members of the board of directors (or similar governing body), officers and other employees of each Credit Party (other than Borrower) of the Borrower and its Subsidiaries; (c) compensation or fees to, or the provision of benefits for officers, consultants and former consultants, directors and employees of the Borrower and its Restricted Subsidiaries entered into in the ordinary course of business (including, without limitation, loans and advances permitted under Section 6.06(i))business; (d) transactions Restricted Payments and Restricted Debt Payments permitted by Section 6.05(a) or arrangements described in Schedule 6.10 or any renewals or extensions of any such agreements (so long as such renewals or extensions are not less favorable in any material respect to the Borrower or its Subsidiariesb); , (e) any transactions between a Credit Party and any Person that is an Affiliate solely because a director of such Person is also a director of a Credit Party, so long as such director abstains from voting as a director of such Credit Party in any matter involving such PersonInvestments permitted by Section 6.07; (f) Restricted Junior Payments permitted to be made under Section 6.04Permitted Stock Issuances; (g) transactions with consultantsthe existence of, customers, clients, suppliers, lessees or purchasers or sellers and the performance by any Credit Party of goods or services, in each case in the ordinary course of business and otherwise in compliance with its obligations under the terms of this Agreementof, any Organizational Document or security holders agreement (including any purchase agreement related thereto and the Warrant) to which it is a party on the Closing Date and set forth on Schedule 6.12; (h) transactions effected as a part payments under the TCP Director Agreement to the extent permitted under the TCP Subordination Agreement in an amount not to exceed the lesser of a Qualified Receivables Transaction (1) $1,500,000 per annum and any Permitted Refinancing thereof(2) the amount otherwise permitted to be paid under the TCP Director Agreement; (i) Investments guarantees permitted under Sections 6.06(c)by Section 6.01, (o), (p) and (t); (j) the issuances of Equity Interests or other securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by a majority of the Board of Directors of the Borrower or majority of disinterested members of the Board of Directors or any direct or indirect parent company of a Subsidiary of the Borrower, as appropriate, in good faith; (k) any employment or consulting agreement, incentive agreement, employee benefit plan, severance agreement, stock option or stock ownership plan, or any similar arrangement entered into by the Borrower or any of its Subsidiaries in the ordinary course of business approved by the Board of Directors of the Borrower, and payments, awards, grants or issuances of Capital Stock or other securities pursuant thereto; (l) any transaction with a Person in its capacity as a holder of Indebtedness or Equity Interests of the Borrower or any of its Subsidiaries where such Person is treated no more favorably than the other holders of Indebtedness or Equity Interests of the Borrower or any of its Subsidiaries; and (m) entering into, making payments pursuant to and otherwise performing an indemnification and contribution agreement in favor of any Person and each Person who is or becomes a director, officer, agent or employee of the Borrower or any of its Subsidiaries, in respect of liabilities (i) arising under the Securities Act, the Exchange Act and any other applicable securities laws or otherwise, in connection with any offering of securities by the Borrower, (ii) incurred to third parties for any action or failure to act of the Borrower or any of its Subsidiaries, predecessors or successors, (iii) arising out of the fact that any indemnitee was or is a director, officer, agent or employee of the Borrower or any of its Subsidiaries, or is or was serving at the request of any such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise or (iv) to the fullest extent permitted by Delaware or other applicable state law, arising out of any breach or alleged breach by such indemnitee of his or her fiduciary duty as a director or officer of the Borrower or any of its Subsidiaries. For purposes of this Section 6.10, any transaction with any Affiliate shall be deemed to have satisfied the standard set forth in the first sentence hereof if such transaction shall be approved (in form and substance reasonably satisfactory to the Administrative Agent) by a nationally recognized expert with expertise in appraising the terms and conditions of the type of transaction for which approval is requiredPSD Guarantee.