OR OTHER SURETY WITH RESPECT TO ANY LEASE OF
ANY PROPERTY (WHETHER REAL, PERSONAL OR MIXED), WHETHER NOW OWNED OR HEREAFTER
ACQUIRED, WHICH SUCH CREDIT PARTY (A) HAS SOLD OR TRANSFERRED OR IS TO SELL OR
TO TRANSFER TO ANY OTHER PERSON (OTHER THAN THE BORROWER OR ANY OF ITS
SUBSIDIARIES), OR (B) INTENDS TO USE FOR SUBSTANTIALLY THE SAME PURPOSE AS ANY
OTHER PROPERTY WHICH HAS BEEN OR IS TO BE SOLD OR TRANSFERRED BY SUCH CREDIT
PARTY TO ANY PERSON (OTHER THAN THE BORROWER OR ANY OF ITS SUBSIDIARIES) IN
CONNECTION WITH SUCH LEASE (EACH SUCH TRANSACTION A "SALE AND LEASEBACK
TRANSACTION"), IN EACH CASE, UNLESS SUCH TRANSACTION OR ARRANGEMENT COMPLIES
WITH SECTIONS 6.1, 6.2 AND 6.8.
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 SHAREHOLDER OWNING MORE THAN 5% OF THE COMMON STOCK OF THE
BORROWER, AFFILIATE OF THE BORROWER OR SUCH SUBSIDIARIES 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 SHAREHOLDER
OR AFFILIATE; PROVIDED, THAT THE FOREGOING RESTRICTION SHALL NOT APPLY TO
(A) ANY TRANSACTION BETWEEN THE BORROWER AND ANY GUARANTOR OR BETWEEN
GUARANTORS; (B) ANY TRANSACTION BETWEEN SUBSIDIARIES THAT ARE NOT GUARANTORS,
(C) ANY TRANSACTION PERMITTED BY SECTION 6.8(A), (D) REASONABLE OR CUSTOMARY
INDEMNIFICATION AND COMPENSATION ARRANGEMENTS FOR MEMBERS OF THE BOARD OF
DIRECTORS (OR SIMILAR GOVERNING BODY), OFFICERS AND OTHER EMPLOYEES OF THE
BORROWER AND ITS SUBSIDIARIES, INCLUDING, WITHOUT LIMITATION,
TRANSACTION-SPECIFIC DIRECTOR FEES AND RETIREMENT, HEALTH, STOCK OPTION AND
OTHER BENEFIT PLANS AND ARRANGEMENTS, PROVIDED THAT IN THE CASE OF THE OFFICERS
AND DIRECTORS, A MAJORITY OF THE DISINTERESTED DIRECTORS OR A COMMITTEE OF THE
BOARD OF DIRECTORS COMPOSED ENTIRELY OF DISINTERESTED DIRECTORS SHALL APPROVE
SUCH TRANSACTION; (E) MANAGEMENT, CONSULTING, MONITORING, TRANSACTION AND
ADVISORY FEES AND RELATED EXPENSES PAYABLE TO YUCAIPA OR ONE OF ITS AFFILIATES
IN AN AGGREGATE AMOUNT IN ANY FISCAL YEAR NOT IN EXCESS OF THE SUM OF (I)
$1,000,000 IN RESPECT OF ANNUAL MANAGEMENT FEES, PLUS (II) ANY DEFERRED FEES (TO
THE EXTENT SUCH FEES WERE WITHIN SUCH AMOUNT IN CLAUSE (I) ABOVE ORIGINALLY),
PLUS (III) 1.0% OF THE VALUE OF TRANSACTIONS WITH RESPECT TO WHICH YUCAIPA OR
ITS AFFILIATES PROVIDES ANY TRANSACTION, ADVISORY OR OTHER SERVICES, PLUS (IV)
THE AMOUNT OF ALL
81
REASONABLE OUT-OF-POCKET EXPENSES RELATED THERETO AND UNPAID AMOUNTS ACCRUED FOR
PRIOR PERIODS, AND (F) TRANSACTIONS IN THE ORDINARY COURSE OF BUSINESS
CONSISTENT WITH PAST PRACTICES WITH AUTOMOTIVE.COM.
6.12
CONDUCT OF BUSINESS.
FROM AND AFTER THE CLOSING
DATE, NO CREDIT PARTY SHALL, NOR SHALL IT PERMIT ANY OF ITS SUBSIDIARIES TO,
ENGAGE IN ANY BUSINESS OR LINES OF BUSINESS OTHER THAN THOSE REASONABLY RELATED
TO THE BUSINESSES OR LINES OF