Common use of Transactions with Shareholders and Affiliates Clause in Contracts

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

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

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

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

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

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

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

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

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

Transactions with Shareholders and Affiliates. No Credit Loan Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of Capital Stock of Holdings or any of its Subsidiaries or with any Affiliate of Holdings or of any such holder, the Borrower on terms that are materially less favorable to Holdings 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 Company the Borrower and any Guarantor SubsidiarySubsidiary of the Borrower; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Holdings the Borrower and its Subsidiaries; (c) compensation arrangements for officers and other employees of Holdings the Borrower and its Subsidiaries entered into in the ordinary course of business; (d) transactions otherwise permitted pursuant to Section 7.01, Section 7.02, Section 7.04, Section 7.06, or Section 7.08; and (de) transactions described in Schedule 6.127.11.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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