Common use of Transactions with Shareholders and Affiliates Clause in Contracts

Transactions with Shareholders and Affiliates. Company shall not, and shall 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 equity Securities of Company or with any Affiliate of Company or of any such holder, on terms that are less favorable to Company or that Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not such a holder or Affiliate; provided that the foregoing restriction shall not apply to (i) any Indebtedness permitted under subsection 6.1 among Company and its Subsidiaries or among Subsidiaries of Company, (ii) reasonable and customary salaries and fees paid to current officers and members of the Governing Bodies of Company and its Subsidiaries, provided that such salary and fee arrangements are entered into at arms' length and on terms that are no less favorable to Company or that Subsidiary, as the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, (iii) reasonable and customary indemnifications and insurance arrangements for the benefit of Persons that are officers or members of the Governing Bodies of Company and its Subsidiaries on or after the Closing Date, whether such Persons are current or former officers or members at the time such indemnifications or arrangements are entered into, provided that such indemnifications and arrangements are entered into at arms' length and on terms that are no less favorable to Company or that Subsidiary, as the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, (iv) the Employment Agreements in effect on the Closing Date, and any other employment agreements or benefits arrangements entered into on or after the Closing Date by Company and its Subsidiaries with employees at arms' length and on terms that are no less favorable to Company or that Subsidiary, as the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, (v) payments (and other transactions) made in accordance with the terms of the Management Services and Reimbursement Agreement, the Tax Sharing Agreement and the other Related Agreements, (vi) transactions occurring on the Closing Date and described on Schedule 6.8 annexed hereto, (vii) services rendered by certain Subsidiaries for the benefit of other Subsidiaries pursuant to the terms of the intercompany service agreements described on Schedule 6.8 annexed hereto, and (viii) the payment of reasonable legal fees and expenses incurred by law firms in which Directors of Company are affiliated for services rendered to Company and its Subsidiaries.

Transactions with Shareholders and Affiliates. Holdings and Company shall not, and shall 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 510% or more of any class of equity Securities of Company Holdings or with any Affiliate of Company or Holdings or of any such holder, on terms that are less favorable to Company or that Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not such a holder or Affiliate; provided that the foregoing restriction shall not apply to (i) any Indebtedness permitted under subsection 6.1 among transaction between Company and any of its Subsidiaries or among Subsidiaries between any of Companyits Subsidiaries, (ii) reasonable and customary salaries and fees paid to current officers and members of the Governing Bodies of Company and its Subsidiaries, provided that such salary and fee arrangements are entered into at arms' length and on terms that are no less favorable to Company or that Subsidiary, as the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, (iii) reasonable and customary indemnifications and insurance arrangements for the benefit of Persons that are officers or members of the Governing Bodies of Company and its Subsidiaries on or after the Closing Date, whether such Persons are current or former officers or members at the time such indemnifications or arrangements are entered into, provided that such indemnifications and arrangements are entered into at arms' length and on terms that are no less favorable to Company or that Subsidiary, as the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or AffiliateRestricted Junior Payments permitted by subsection 7.4, (iv) employment and severance arrangements between Company and the Employment Agreements Subsidiaries and their respective officers and employees in the ordinary course of business, (v) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers and employees of Company and the Subsidiaries in the ordinary course of business, (vi) the payment of fees, expenses, indemnities or other payments pursuant transactions pursuant to the other permitted agreements in existence on the Closing Date and set forth on Schedule 7.8 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect, (vii) so long as no Event of Default or Potential Event of Default shall have occurred and be continuing or be caused thereby, payments of up to $2,000,000 per Fiscal Year of management and monitoring fees provided for in the Management Agreement, as in effect on the Closing DateDate and (viii) so long as no Event of Default or Potential Event of Default shall have occurred and be continuing or be caused thereby, Holdings and Company may pay additional fees, expenses, costs or other payments to any other employment agreements Person (including, without limitation, any Vector Entity or benefits arrangements entered into on or any of its Affiliates) after the Closing Date by Company in an aggregate amount, when taken together with Restricted Junior Payments made pursuant to subsection 7.4(v), not to exceed $12,000,000 plus interest accruing thereon from and its Subsidiaries with employees after the Closing Date at arms' length and on terms the applicable federal rate; provided, that are no less favorable all such payments made pursuant to Company or that Subsidiary, as the case may be, than those that would this subsection 7.8(viii) shall have been obtained at the relevant time from Persons who are not such funded with amounts deposited in a holder or Affiliate, (v) payments (and other transactions) made in accordance with the terms of the Management Services and Reimbursement Agreement, the Tax Sharing Agreement and the other Related Agreements, (vi) transactions occurring segregated account on the Closing Date and described on Schedule 6.8 annexed hereto, (vii) services rendered by certain Subsidiaries for the benefit of other Subsidiaries pursuant to the terms of the intercompany service agreements described on Schedule 6.8 annexed hereto, and (viii) the payment of reasonable legal fees and expenses incurred by law firms in which Directors of Company are affiliated for services rendered to Company and its SubsidiariesDate.

Transactions with Shareholders and Affiliates. Holdings and Company shall not, and shall 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 510% or more of any class of equity Securities of Company Holdings or with any Affiliate of Company or Holdings or of any such holder, on terms that are less favorable to Company or that Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not such a holder or Affiliate; provided that the foregoing restriction shall not apply to (i) any Indebtedness permitted under subsection 6.1 transaction among Company and its Subsidiaries or among Subsidiaries of Companyits Subsidiaries, (ii) reasonable and customary salaries and fees paid to current officers and members of the Governing Bodies of Company Holdings and its Subsidiaries, provided that such salary and fee arrangements are entered into at arms' length and on terms that are no less favorable to Company or that Subsidiary, as the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, (iii) reasonable and customary indemnifications and insurance arrangements for the benefit of Persons that are officers or members of the Governing Bodies of Company and its Subsidiaries on or after the Closing Date, whether such Persons are current or former officers or members at the time such indemnifications or arrangements are entered into, provided that such indemnifications and arrangements are entered into at arms' length and on terms that are no less favorable to Company or that Subsidiary, as the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or AffiliateRestricted Junior Payments permitted by subsection 7.4, (iv) the Employment Agreements in effect on the Closing Date, employment and any other employment agreements or benefits severance arrangements entered into on or after the Closing Date by Company between Holdings and its Subsidiaries with and their respective officers and employees at arms' length and on terms that are no less favorable to Company or that Subsidiary, as in the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliateordinary course of business, (v) payments (the payment of customary fees and other transactions) made reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers and employees of Holdings and its Subsidiaries in accordance with the terms ordinary course of the Management Services and Reimbursement Agreement, the Tax Sharing Agreement and the other Related Agreementsbusiness, (vi) transactions occurring the payment of fees, expenses, indemnities or other payments pursuant to agreements in existence on the Closing Date and described set forth on Schedule 6.8 annexed hereto7.8 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect, any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, equity purchase agreements, deferred compensation agreements, stock options and stock ownership plans or similar employee benefit plans approved by the board of directors of Holdings or Company (or similar governing body)), (vii) services rendered by certain Subsidiaries loans and advances to employees for entertainment and travel expenses, drawing accounts and similar expenditures in the benefit ordinary course of other Subsidiaries pursuant to the terms of the intercompany service agreements described on Schedule 6.8 annexed heretobusiness, and (viii) the existence of, or the performance by Holdings or any of its Subsidiaries of its obligations under the terms of, the Merger Documents, (ix) the transactions contemplated by the Merger Documents (including payment of reasonable legal the Transaction Costs), (x) entering into the tax sharing agreements or arrangements approved by the board of directors of Holdings or Company (or similar governing body) and the payment of all fees and expenses incurred by law firms in which Directors related thereto, and (xi) any contribution to the capital of Company are affiliated for services rendered to Company and its SubsidiariesHoldings or Company.

Transactions with Shareholders and Affiliates. Company No Credit Party shall, nor shall not, and shall not it permit any of its Subsidiaries (other than Non-Recourse 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 equity Securities of Company or with any Affiliate of Company Holdings on terms, considered together with the terms of all related and substantially concurrent transactions between such Credit Party or Subsidiary, as the case may be, and such Affiliate of any such holderHoldings, on terms that are less favorable to Company such Credit Party or that Subsidiary, as the case may be, than those that might be obtained at the time from Persons a Person who are is not such a holder or Affiliatean Affiliate of Holdings in an arms’ length transaction; provided that the foregoing restriction shall not apply to (ia) any Indebtedness permitted under subsection 6.1 among Company and its Subsidiaries transaction between or among Subsidiaries of Company, Borrower and the Guarantors; (iib) reasonable and customary salaries and fees paid to current officers and members of the Governing Bodies board of Company directors (or similar governing body) of Holdings and its Subsidiaries, provided that such salary and fee arrangements are entered into at arms' length and on terms that are no less favorable to Company or that Subsidiary, as the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, ; (iiic) reasonable and customary indemnifications and insurance compensation arrangements for the benefit officers and other employees of Persons that are officers or members of the Governing Bodies of Company Holdings and its Subsidiaries on or after the Closing Date, whether such Persons are current or former officers or members at the time such indemnifications or arrangements are entered into, provided that such indemnifications and arrangements are entered into at arms' length in the ordinary course of business and on terms that are no less favorable to Company or that Subsidiary, as other employment and severance arrangements for officers and other employees of Holdings and its Subsidiaries entered into in the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, (iv) the Employment Agreements in effect on the Closing Dateordinary course of business, and any the issuance of securities or other payments, awards or grants in Cash, securities or otherwise pursuant to, or the funding of, employment agreements or benefits arrangements entered into on or after agreements, stock options and stock ownership plans approved by Holdings’ board of directors; (d) transactions as of the Closing Date described in Schedule 6.11 or any amendment thereto to the extent such amendment is not adverse to the Lenders in any material respect; (e) Permitted Project Undertakings and Permitted Equity Commitments; (f) any Restricted Junior Payment that is not prohibited by Company Section 6.4 and its Subsidiaries with employees at arms' length any payment of Indebtedness that is not prohibited by Section 6.9; (g) loans and on terms that are no less favorable advances permitted by Section 6.6(p); and (h) “right of first offer” transactions permitted by the Relationship Agreement. Nothing in the foregoing shall be construed to Company prohibit the issuance of any Permitted Convertible Bond Indebtedness (or that Subsidiary, as the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, (v) payments (and other transactions) made in accordance with the terms of the Management Services and Reimbursement Agreementany guarantee thereof), the Tax Sharing Agreement and issuance of any Permitted Exchangeable Bond Indebtedness, or the other Related Agreements, (vi) transactions occurring on the Closing Date and described on Schedule 6.8 annexed hereto, (vii) services rendered by certain Subsidiaries for the benefit of other Subsidiaries pursuant to the terms of the intercompany service agreements described on Schedule 6.8 annexed hereto, and (viii) the payment of reasonable legal fees and expenses incurred by law firms in which Directors of Company are affiliated for services rendered to Company and its Subsidiariesentry into any Permitted Call Transaction.

Transactions with Shareholders and Affiliates. Company shall not, and shall 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 equity Securities of Company or with any Affiliate of Company or of any such holder, on terms that are less favorable to Company or that Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not such a holder or Affiliate; provided that the foregoing restriction shall not apply to (i) any Indebtedness permitted under subsection 6.1 7.1 among Company and its Subsidiaries or among Subsidiaries of Company, (ii) reasonable and customary salaries and fees paid to current officers and members of the Governing Bodies of Company and its Subsidiaries, provided that such salary and fee arrangements are entered into at arms' length and on terms that are no less favorable to Company or that Subsidiary, as the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, (iii) reasonable and customary indemnifications and insurance arrangements for the benefit of Persons that are officers or members of the Governing Bodies of Company and its Subsidiaries on or after the Closing Date, whether such Persons are current or former officers or members at the time such indemnifications or arrangements are entered into, provided that such indemnifications and arrangements are entered into at arms' length and on terms that are no less favorable to Company or that Subsidiary, as the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, (iv) the Employment Agreements in effect on the Closing Date, and any other employment agreements or benefits arrangements entered into on or after the Closing Date by Company and its Subsidiaries with employees at arms' length and on terms that are no less favorable to Company or that Subsidiary, as the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, (v) payments (and other transactions) made in accordance with the terms of the Management Services and Reimbursement Agreement, the DHC Tax Sharing Agreement, the Corporate Services Reimbursement Agreement and the other Related Agreements, (vi) transactions occurring on the Closing Date and described on Schedule 6.8 annexed hereto, (vii) services rendered by certain Subsidiaries for the benefit of other Subsidiaries pursuant to the terms of the intercompany service agreements described on Schedule 6.8 7.8 annexed hereto, and (viiivii) the payment of reasonable legal fees and expenses incurred by law firms in which Directors of Company are affiliated for services rendered to Company and its Subsidiaries.

Transactions with Shareholders and Affiliates. Company No Credit Party shall, nor shall not, and shall not 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 5% or more of any class of equity Securities of Company or with any Affiliate of Company or the Borrower, other than in the ordinary course of any such holder, business and on terms and conditions that are no less favorable in any material respect to Company the Borrower or that Restricted Subsidiary, as the case may be, than those that might be obtained at the time from Persons a Person who are is not such a holder or Affiliate; provided that provided, the foregoing restriction shall not apply to (ia) any Indebtedness permitted under subsection 6.1 among Company and its Subsidiaries transaction between or among Subsidiaries of Companythe Borrower and any Guarantor Subsidiary to the extent such transaction is otherwise permitted by this Agreement, (iib) reasonable and customary salaries and fees paid to current officers and non-officer members of the Governing Bodies board of Company directors (or similar governing body) of the Borrower and its Restricted Subsidiaries, provided that such salary (c) compensation, employment and fee severance arrangements are for directors, officers, independent contractors and other employees of the Borrower and its Restricted Subsidiaries entered into at arms' length in the ordinary course of business, (d) transactions described in Schedule 6.11 and on terms any amendments thereto that are no not less favorable to Company or the Credit Parties taken as a whole as those provided for in the original agreements (it being understood that Subsidiaryif the Borrower delivers 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, as then such amendments shall be deemed to satisfy the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliateforegoing requirement), (iiie) reasonable Restricted Junior Payments made under Section 6.5, (f) fees, expenses and customary indemnifications indemnification payments made to the Sponsor and insurance arrangements for its Affiliates under the benefit Registration Rights Agreement, (g) transactions permitted among the Borrower and its Restricted Subsidiaries under Sections 6.1(f) and 6.1(m) and 6.7, (h) any issuances of Persons that are officers securities or members other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, consulting employment agreements, stock options and stock ownership plans in the ordinary course of business and approved by the board of the Governing Bodies of Company Borrower or the applicable Restricted Subsidiary and its Subsidiaries on or after the Closing Date, whether such Persons are current or former officers or members at the time such indemnifications or arrangements are entered into, provided that such indemnifications (i) employment and arrangements are entered into at arms' length and on terms that are no less favorable to Company or that Subsidiary, as the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, (iv) the Employment Agreements in effect on the Closing Date, and any other employment agreements or benefits severance arrangements entered into on or after in the Closing Date by Company ordinary course of business between any Credit Party and its Subsidiaries with employees at arms' length and on terms that are no less favorable to Company or that Subsidiary, as the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, (v) payments (and other transactions) made in accordance with the terms of the Management Services and Reimbursement Agreement, the Tax Sharing Agreement and the other Related Agreements, (vi) transactions occurring on the Closing Date and described on Schedule 6.8 annexed hereto, (vii) services rendered by certain Subsidiaries for the benefit of other Subsidiaries pursuant to the terms of the intercompany service agreements described on Schedule 6.8 annexed hereto, and (viii) the payment of reasonable legal fees and expenses incurred by law firms in which Directors of Company are affiliated for services rendered to Company and its Subsidiariesany employee thereof.

Transactions with Shareholders and Affiliates. Company shall not, and shall 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 equity Securities of Company or with any Affiliate of Company or of any such holder, on terms that are less favorable to Company or that Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not such a holder or Affiliate; provided provided, that the foregoing restriction shall not apply to (i) any Indebtedness permitted under subsection 6.1 7.1 among Company and its Subsidiaries or among Subsidiaries of Company, (ii) reasonable and customary salaries and fees paid to current officers and members of the Governing Bodies of Company and its Subsidiaries, provided provided, that such salary and fee arrangements are entered into at arms' length and on terms that are no less favorable to Company or that Subsidiary, as the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, (iii) reasonable and customary indemnifications and insurance arrangements for the benefit of Persons that are officers or members of the Governing Bodies of Company and its Subsidiaries on or after the Closing Date, whether such Persons are current or former officers or members at the time such indemnifications or arrangements are entered into, provided provided, that such indemnifications and arrangements are entered into at arms' length and on terms that are no less favorable to Company or that Subsidiary, as the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, (iv) the Employment Agreements in effect on the Closing Date, and any other employment agreements or benefits arrangements entered into on or after the Closing Date by Company and its Subsidiaries with employees at arms' length and on terms that are no less favorable to Company or that Subsidiary, as the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, (v) payments (and other transactions) made in accordance with the terms of the Management Services and Reimbursement Agreement, the DHC Tax Sharing Agreement, the Corporate Services Reimbursement Agreement and the other Related Agreements, (vi) transactions occurring on the Closing Date and described on Schedule 6.8 annexed hereto, (vii) services rendered by certain Subsidiaries for the benefit of other Subsidiaries pursuant to the terms of the intercompany service agreements described on Schedule 6.8 7.8 annexed hereto, and (viiivii) the payment of reasonable legal fees and expenses incurred by law firms in which Directors of Company are affiliated for services rendered to Company and its Subsidiaries.

Transactions with Shareholders and Affiliates. Company No Credit Party shall, nor shall not, and shall not 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 5% or more of any class of equity Securities of Company or with any Affiliate of Company Borrower involving aggregate payments or consideration in excess of any $2,750,000 unless such holder, transaction is on terms that are less at least as favorable to Company 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 Persons a Person who are is not such a holder or Affiliatean Affiliate of Borrower; provided that provided, the foregoing restriction shall not apply to (ia) any Indebtedness permitted under subsection 6.1 among Company transaction between Borrower and its Subsidiaries or among Subsidiaries of Company, any Restricted Subsidiary; (iib) reasonable and customary salaries fees and fees paid to current officers reimbursement of expenses of directors, officers, managers, employees or consultant of Borrower or any of its Restricted Subsidiaries; (c) compensation and members compensation arrangements for present or future officers, consultants, directors and other employees of the Governing Bodies of Company 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; (d) any issuance of Equity Interests of Borrower to Affiliates of Borrower; (e) transactions with customers, clients, 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 advances 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, 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 not interfering in any material respect with the ordinary conduct of business of Borrower and its Restricted Subsidiaries, provided that any such salary and fee arrangements are entered into at arms' length and on terms that are no less favorable to Company exclusive licenses or that Subsidiary, as the case may be, than those that would have been obtained at the relevant time from Persons who sublicenses are not such a holder licenses or Affiliate, sublicenses of Intellectual Property material to the business of Borrower or its Restricted Subsidiaries; (iiik) reasonable sales of Disqualified Equity Interests of Borrower to Affiliates not otherwise prohibited by the Credit Documents and customary indemnifications and insurance arrangements for the benefit granting of Persons that are officers or members of the Governing Bodies of Company and its Subsidiaries on or after the Closing Date, whether such Persons are current or former officers or members at the time such indemnifications or arrangements are entered into, provided that such indemnifications and arrangements are entered into at arms' length and on terms that are no less favorable to Company or that Subsidiary, as the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, (iv) the Employment Agreements in effect on the Closing Date, and any other employment agreements or benefits arrangements entered into on or after the Closing Date by Company and its Subsidiaries with employees at arms' length and on terms that are no less favorable to Company or that Subsidiary, as the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, (v) payments (registration and other transactions) made customary rights in accordance with the terms of the Management Services and Reimbursement Agreement, the Tax Sharing Agreement and the other Related Agreements, (vi) transactions occurring on the Closing Date and described on Schedule 6.8 annexed hereto, (vii) services rendered by certain Subsidiaries for the benefit of other Subsidiaries pursuant to the terms of the intercompany service agreements described on Schedule 6.8 annexed hereto, connection therewith; and (viiil) any transaction with an Affiliate where the payment only consideration paid by Borrower or any of reasonable legal fees and expenses incurred by law firms in which Directors its Restricted Subsidiaries is Disqualified Equity Interests of Company are affiliated for services rendered to Company and its SubsidiariesBorrower.

Transactions with Shareholders and Affiliates. Company No Credit Party shall, nor shall not, and shall not 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 5% or more of any class of equity Securities of Company or with any Affiliate of Company or the Borrower, other than in the ordinary course of any such holder, business and on terms and conditions that are no less favorable in any material respect to Company the Borrower or that Restricted Subsidiary, as the case may be, than those that might be obtained at the time from Persons a Person who are is not such a holder or Affiliate; provided that provided, the foregoing restriction shall not apply to (ia) any Indebtedness permitted under subsection 6.1 among Company and its Subsidiaries transaction between or among Subsidiaries of Companythe Borrower and any Guarantor Subsidiary to the extent such transaction is otherwise permitted by this Agreement, (iib) reasonable and customary salaries and fees paid to current officers and non-officer members of the Governing Bodies board of Company directors (or similar governing body) of the Borrower and its Restricted Subsidiaries, provided that such salary (c) compensation, employment and fee severance arrangements are for directors, officers and other employees of the Borrower and its Restricted Subsidiaries entered into at arms' length in the ordinary course of business, (d) transactions described in Schedule 6.11 and on terms any amendments thereto that are no not less favorable to Company or the Credit Parties taken as a whole as those provided for in the original agreements (it being understood that Subsidiaryif the Borrower delivers 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), as then such amendments shall be deemed to satisfy the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliateforegoing requirement), (iiie) reasonable Restricted Junior Payments made under Section 6.5, (f) transactions permitted among the Borrower and customary indemnifications its Restricted Subsidiaries under Sections 6.1(f) and insurance arrangements for (m) and 6.7, (g) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the benefit funding of, employment agreements, stock options and stock ownership plans in the ordinary course of Persons that are officers or members business and approved by the board of the Governing Bodies of Company Borrower or the applicable Restricted Subsidiary and its Subsidiaries on or after the Closing Date, whether such Persons are current or former officers or members at the time such indemnifications or arrangements are entered into, provided that such indemnifications (h) employment and arrangements are entered into at arms' length and on terms that are no less favorable to Company or that Subsidiary, as the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, (iv) the Employment Agreements in effect on the Closing Date, and any other employment agreements or benefits severance arrangements entered into on or after in the Closing Date by Company ordinary course of business between any Credit Party and its Subsidiaries with employees at arms' length and on terms that are no less favorable to Company or that Subsidiary, as the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, (v) payments (and other transactions) made in accordance with the terms of the Management Services and Reimbursement Agreement, the Tax Sharing Agreement and the other Related Agreements, (vi) transactions occurring on the Closing Date and described on Schedule 6.8 annexed hereto, (vii) services rendered by certain Subsidiaries for the benefit of other Subsidiaries pursuant to the terms of the intercompany service agreements described on Schedule 6.8 annexed hereto, and (viii) the payment of reasonable legal fees and expenses incurred by law firms in which Directors of Company are affiliated for services rendered to Company and its Subsidiariesany employee thereof.

Transactions with Shareholders and Affiliates. Company Borrower shall not, and shall 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 equity Securities of Company Borrower or with any Affiliate of Company Borrower or of any such holder, on terms that are less favorable to Company Borrower or that Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not such a holder or Affiliate; provided that the foregoing restriction shall not apply to (i) any Indebtedness permitted under subsection 6.1 among Company transaction between Borrower and any of its wholly-owned domestic Subsidiaries which are Guarantors hereunder or among between any of its wholly-owned domestic Subsidiaries of Companywhich are Guarantors hereunder, (ii) reasonable and customary salaries and fees paid to current officers and members of the Governing Bodies Boards of Company Directors of Borrower and its Subsidiaries, provided that such salary and fee arrangements are entered into at arms' length and on terms that are no less favorable to Company or that Subsidiary, as the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, (iii) reasonable and customary indemnifications and insurance arrangements for the benefit of Persons that are officers Trivest Management Agreement, or members of the Governing Bodies of Company and its Subsidiaries on or after the Closing Date, whether such Persons are current or former officers or members at the time such indemnifications or arrangements are entered into, provided that such indemnifications and arrangements are entered into at arms' length and on terms that are no less favorable to Company or that Subsidiary, as the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, (iv) payment to Trivest of a transaction fee of $1,500,000 in connection with the Employment Agreements consummation of this Credit 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, or (b) payable upon the occurrence and during the continuation of an Event of Default under Section 8.1, Section 8.6 and Section 8.7 of this Agreement. Notwithstanding any other employment agreements provision of this Agreement to the contrary, Borrower or benefits arrangements entered into on or after any of its Subsidiaries may reimburse Trivest for the Closing Date by Company reasonable and allocable charges in the ordinary course of business (including the reimbursement of reasonable out-of-pocket expenses) of the Trivest Legal Department for services rendered to Borrower and its Subsidiaries with employees Subsidiaries; provided that such charges are incurred in the ordinary course of business and at arms' length and on terms that are rates no less favorable to Company or that Subsidiary, as the case may be, Borrower and its Subsidiaries than those rates that would have been obtained at the relevant time from Persons be charged for similar services rendered by persons who are not such a holder Affiliates of Borrower or Affiliate, (v) payments (and other transactions) made in accordance with the terms of the Management Services and Reimbursement Agreement, the Tax Sharing Agreement and the other Related Agreements, (vi) transactions occurring on the Closing Date and described on Schedule 6.8 annexed hereto, (vii) services rendered by certain Subsidiaries for the benefit of other Subsidiaries pursuant to the terms of the intercompany service agreements described on Schedule 6.8 annexed hereto, and (viii) the payment of reasonable legal fees and expenses incurred by law firms in which Directors of Company are affiliated for services rendered to Company and its Subsidiaries.

Transactions with Shareholders and Affiliates. Company No Credit Party shall, nor shall not, and shall not 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 5% or more of any class of equity Securities of Company or with any Affiliate of Company Borrower involving aggregate payments or consideration in excess of any $2,500,000 unless such holder, transaction is on terms that are less at least as favorable to Company 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 Persons a Person who are is not such a holder or Affiliatean Affiliate of Borrower; provided that provided, the foregoing restriction shall not apply to (ia) any Indebtedness permitted under subsection 6.1 among Company transaction between Borrower and its Subsidiaries or among Subsidiaries of Company, any Restricted Subsidiary; (iib) reasonable and customary salaries fees and fees paid to current officers reimbursement of expenses of directors, officers, managers, employees or consultant of Borrower or any of its Restricted Subsidiaries; (c) compensation and members compensation arrangements for present or future officers, consultants, directors and other employees of the Governing Bodies of Company 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; (d) any issuance of Equity Interests of Borrower to Affiliates of Borrower; (e) transactions with customers, clients, 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 advances 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, 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 not interfering in any material respect with the ordinary conduct of business of Borrower and its Restricted Subsidiaries, provided that any such salary and fee arrangements are entered into at arms' length and on terms that are no less favorable to Company exclusive licenses or that Subsidiary, as the case may be, than those that would have been obtained at the relevant time from Persons who sublicenses are not such a holder licenses or Affiliate, sublicenses of Intellectual Property material to the business of Borrower or its Restricted Subsidiaries; (iiik) reasonable sales of Disqualified Equity Interests of Borrower to Affiliates not otherwise prohibited by the Credit Documents and customary indemnifications and insurance arrangements for the benefit granting of Persons that are officers or members of the Governing Bodies of Company and its Subsidiaries on or after the Closing Date, whether such Persons are current or former officers or members at the time such indemnifications or arrangements are entered into, provided that such indemnifications and arrangements are entered into at arms' length and on terms that are no less favorable to Company or that Subsidiary, as the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, (iv) the Employment Agreements in effect on the Closing Date, and any other employment agreements or benefits arrangements entered into on or after the Closing Date by Company and its Subsidiaries with employees at arms' length and on terms that are no less favorable to Company or that Subsidiary, as the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, (v) payments (registration and other transactions) made customary rights in accordance with the terms of the Management Services and Reimbursement Agreement, the Tax Sharing Agreement and the other Related Agreements, (vi) transactions occurring on the Closing Date and described on Schedule 6.8 annexed hereto, (vii) services rendered by certain Subsidiaries for the benefit of other Subsidiaries pursuant to the terms of the intercompany service agreements described on Schedule 6.8 annexed hereto, connection therewith; and (viiil) any transaction with an Affiliate where the payment only consideration paid by Borrower or any of reasonable legal fees and expenses incurred by law firms in which Directors its Restricted Subsidiaries is Disqualified Equity Interests of Company are affiliated for services rendered to Company and its SubsidiariesBorrower.

Transactions with Shareholders and Affiliates. Company Holdings shall not, and shall 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 equity Securities of Company Holdings or with any Affiliate of Company Holdings or of any such holder, on terms that are less favorable to Company Holdings or that Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not such a holder or Affiliate; provided that the foregoing restriction shall not apply to (i) any Indebtedness permitted under subsection 6.1 among Company -------- transaction between Holdings and any of its wholly owned Subsidiaries or among Subsidiaries between any of Companyits wholly owned Subsidiaries, (ii) reasonable and customary salaries and fees paid any payment from Company to current officers and members of the Governing Bodies of Company and its Subsidiaries, provided that such salary and fee arrangements are entered into at arms' length and on terms that are no less favorable to Company or that Subsidiary, as the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or AffiliateHoldings expressly permitted under subsection 7.5, (iii) reasonable and customary indemnifications and insurance arrangements for the benefit any payment by Holdings or any of Persons that are officers or members of the Governing Bodies of Company and its Subsidiaries on or after of fees owing under the Closing Date, whether such Persons are current or former officers or members at the time such indemnifications or arrangements are entered into, provided that such indemnifications and arrangements are entered into at arms' length and on terms that are no less favorable to Company or that Subsidiary, as the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, (iv) the Employment Agreements in effect on the Closing Date, and any other employment agreements or benefits arrangements entered into on or after the Closing Date by Company and its Subsidiaries with employees at arms' length and on terms that are no less favorable to Company or that Subsidiary, as the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, (v) payments (and other transactions) made Consulting Agreement in accordance with the terms thereof, (iv) any employment agreement entered into by Holdings or any of its Subsidiaries in the Management Services ordinary course of business, (v) any issuance of capital stock of Holdings in connection with employment arrangements, stock options and Reimbursement Agreement, stock ownership plans of Holdings or any of its Subsidiaries entered into in the Tax Sharing Agreement and the other Related Agreementsordinary course of business, (vi) transactions occurring on any of the Closing Date and described on Schedule 6.8 annexed heretoRecapitalization Transactions, (vii) services rendered by certain Subsidiaries for the benefit of other Subsidiaries pursuant reasonable and customary fees paid to the terms members of the intercompany service agreements described on Schedule 6.8 annexed heretoBoards of Directors of Holdings and its Subsidiaries, and (viii) so long as no Event of Default under subsection 8.1, 8.6 or 8.7 is then in existence or would result from the payment thereof, any payment by Holdings or any of its Subsidiaries of Xxxx Management Fees under the Xxxx Advisory Services Agreement, provided if any -------- such fees cannot be paid as provided above as a result of the existence of such an Event of Default, such fees shall continue to accrue and shall be permitted to be paid at such time as all such Events of Default have been cured or waived and no other Event of Default is then in existence and (ix) the reimbursement of Xxxx for its reasonable legal fees and out-of-pocket expenses under the Xxxx Advisory Services Agreement incurred by law firms in which Directors of Company are affiliated for connection with performing management services rendered to Company Holdings and its Subsidiaries.

Transactions with Shareholders and Affiliates. Neither Company nor any Guarantor Subsidiary shall, nor shall not, and shall not 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 5% or more of any class of equity Securities of Company or with any Affiliate of Company or of any such holderAffiliate, on terms that are less favorable to Company or that such Restricted Subsidiary, as the case may be, than those that might be obtained at the time from Persons a Person who are is not such a holder or an Affiliate; provided that provided, the foregoing restriction shall not apply to (ia) any Indebtedness permitted under subsection 6.1 transaction among Credit Parties or any Restricted Subsidiary or any entity that becomes a Restricted Subsidiary as a result of such transaction; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Company and its Restricted Subsidiaries; (c) compensation arrangements for officers and other employees of Company and its Subsidiaries or among Subsidiaries of Company, (ii) reasonable and customary salaries and fees paid to current officers and members of the Governing Bodies of Company and its Subsidiaries, provided that such salary and fee arrangements are entered into at arms' length in the ordinary course of business; (d) payments (and on terms that are no less favorable to Company or that Subsidiary, as other transactions) otherwise expressly permitted under this Section 6; (e) the case may be, than those that would have been obtained at Transactions and the relevant time from Persons who are not such a holder or Affiliate, transactions described in Schedule 6.9; (iiif) reasonable and customary indemnifications and insurance arrangements for the benefit of Persons that are officers or members of the Governing Bodies boards of directors (or similar governing bodies) of Company and its Subsidiaries on or after the Closing DateRestricted Subsidiaries, whether such Persons are current or former officers or members at the time such indemnifications or arrangements are entered into, provided that such indemnifications and arrangements are entered into at arms' ’ length and on terms that are no less favorable to Company or that such Subsidiary, as the case may be, than those that would have been obtained at the relevant time from Persons who are not such Affiliates; (g) any transaction effected as part of a holder or Affiliate, (iv) the Employment Agreements in effect on the Closing Date, and any other employment agreements or benefits arrangements entered into on or after the Closing Date by Company and its Subsidiaries with employees at arms' length and on terms that are no less favorable to Company or that Subsidiary, as the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, (v) payments (and other transactions) made in accordance with the terms of the Management Services and Reimbursement Agreement, the Tax Sharing Agreement and the other Related Agreements, (vi) transactions occurring on the Closing Date and described on Schedule 6.8 annexed hereto, (vii) services rendered by certain Subsidiaries for the benefit of other Subsidiaries pursuant to the terms of the intercompany service agreements described on Schedule 6.8 annexed hereto, Qualified Receivables Financing and (viiih) the payment any transaction involving aggregate payments or consideration of reasonable legal fees and expenses incurred by law firms in which Directors of Company are affiliated for services rendered to Company and its Subsidiariesless than $5,000,000.

Transactions with Shareholders and Affiliates. Company shall not, and shall 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 equity Securities of Company or with any Affiliate of Company or of any such holder, (A) in the case of any agreement or arrangement pursuant to which any Loan Party is obligated to pay any amounts to LGP (including any of its Affiliates other than Holdings), without the prior written consent of Administrative Agent, Syndication Agent and Requisite Lenders, and (B) in all other cases, on terms that are less favorable to Company or that Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not such a holder or Affiliate; provided that the foregoing restriction shall not apply to (i) any Indebtedness permitted under subsection 6.1 among transaction between Company and any of its wholly-owned Subsidiaries or among Subsidiaries between any of Companyits wholly-owned Subsidiaries, (ii) reasonable and customary salaries and fees paid to current officers and members of the Governing Bodies of Company and its Subsidiaries, provided that such salary and fee arrangements are entered into at arms' length and on terms that are no less favorable to Company or that Subsidiary, as the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, (iii) reasonable the execution and customary indemnifications and insurance arrangements for the benefit of Persons that are officers or members delivery of the Governing Bodies of Company LGP Management Agreement, the Management Contribution and its Subsidiaries on or after Subscription Agreements and the Closing Date, whether such Persons are current or former officers or members at the time such indemnifications or arrangements are entered into, provided that such indemnifications and arrangements are entered into at arms' length and on terms that are no less favorable to Company or that Subsidiary, as the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or AffiliateStockholders Agreement, (iv) payments to LGP for the Employment Agreements reimbursement of expenses pursuant to the LGP Management Agreement as in effect on the Closing Date, and any other employment agreements or benefits arrangements entered into on or after the Closing Date by Company and its Subsidiaries with employees at arms' length and on terms that are no less favorable to Company or that Subsidiary, as the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, (v) so long as no Event of Default shall have occurred and be continuing or shall be caused thereby, (A) payments of amounts (other than as referred to in subclause (iv)) due to LGP pursuant to the LGP Management Agreement as in effect on the Closing Date; and other transactions(B) made in accordance with the terms of transactions contemplated by the Management Services Contribution and Reimbursement Subscription Agreements and the Stockholders Agreement, as in effect on the Tax Sharing Agreement Closing Date, on terms and subject to the other Related Agreementsconditions set forth therein, (vi) the transactions occurring contemplated by this Agreement and the Related Agreements to occur on the Closing Date and described on Schedule 6.8 annexed heretoDate, (vii) services rendered by certain Subsidiaries for the benefit indemnification payments to officers or directors of other Subsidiaries pursuant to the terms of the intercompany service agreements described on Schedule 6.8 annexed heretoLoan Parties, and (viii) arrangements with Interflora, Inc., (ix) payments or loans to employees which are approved by a majority of the payment Governing Body of reasonable legal fees 114 Company or are made pursuant to agreements, arrangements or plans approved by a majority of the Governing Body of Company, (x) any transaction as in effect as of the date hereof and expenses incurred by law firms in which Directors set forth on Schedule 7.9, (xi) employment agreements of senior management of Company are affiliated for services rendered to as in effect as of the date hereof or otherwise approved by the Governing Body of Company and its Subsidiaries(xii) any Restricted Junior Payment permitted by subsection 7.5.

Transactions with Shareholders and Affiliates. Company Each Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of equity Securities of Company Company’s Common Stock or with any Affiliate of Company or of any such holder, on terms that are less favorable to Company or that Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not such a holder or Affiliate; provided that the foregoing restriction shall not apply to (i) any Indebtedness permitted under subsection 6.1 among transaction between Company and any of its Wholly-Owned Subsidiaries (other than Unrestricted Subsidiaries) or among Subsidiaries between any of Company, ’s Wholly-Owned Subsidiaries and any other such Wholly-Owned Subsidiary (other than an Unrestricted Subsidiary); (ii) reasonable and customary salaries and fees paid to current officers and members of the Governing Bodies Boards of Directors of Company and its Subsidiaries; (iii) except as restricted by clause (i), provided that such salary and fee arrangements are entered into at arms' length and on terms that are no less favorable to Company transactions by Unrestricted Subsidiaries; (iv) transactions approved by a majority of the disinterested directors of Company’s or that the applicable Subsidiary’s, as the case may be, than those that would have been obtained at the relevant time from Persons who are board of directors; (v) purchases from, sales of goods to, rendering of services to or from, and other transactions with, GroceryWorks Holdings, Inc. on terms not such a holder or Affiliate, (iii) reasonable and customary indemnifications and insurance arrangements for the benefit of Persons that are officers or members of the Governing Bodies of materially less favorable to Company and its Subsidiaries on or after the Closing Date, whether such Persons are current or former officers or members at the time such indemnifications or arrangements are entered into, provided that such indemnifications and arrangements are entered into at arms' length and on terms that are no less favorable to Company or that Subsidiary, as the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, (iv) the Employment Agreements in effect on the Closing Date, and any other employment agreements or benefits arrangements entered into on or after the Closing Date by Company and its Subsidiaries with employees at arms' length and on terms that are no less favorable to Company or that Subsidiary, as the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, (v) payments (and other transactions) made in accordance with the terms of the Management Services and Reimbursement Agreement, the Tax Sharing Agreement and the other Related Agreements, (vi) transactions occurring on the Closing Date and described on Schedule 6.8 annexed hereto, (vii) services rendered by certain Subsidiaries for the benefit of other Subsidiaries pursuant to the terms of the intercompany service agreements described on Schedule 6.8 annexed hereto, and (viii) the payment of reasonable legal fees and expenses incurred by law firms in which Directors of Company are affiliated for services rendered generally available to Company and its Subsidiaries; and (vi) transactions with banks relating to cash or automated teller machines and cash advance services; and (vii) loans to officers of Borrowers for business or personal purposes in an aggregate outstanding principal amount not exceeding $20,000,000 at any time and otherwise in compliance with the U.S. Xxxxxxxx-Xxxxx Act of 2002.

Transactions with Shareholders and Affiliates. Each of Holdings and Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of equity Securities of Company or with any Affiliate of Company or of any such holderPerson, on terms that are less favorable to Company such Person or that Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not such a holder or an Affiliate; provided that the foregoing restriction shall not apply to (i) any Indebtedness permitted under subsection 6.1 among transaction between Company and any of its wholly-owned Subsidiaries or among Subsidiaries between any of Companyits wholly-owned Subsidiaries, (ii) reasonable and customary salaries and fees paid transactions relating to current officers and members the termination of the Governing Bodies Consulting Agreement and the payment of Company and its Subsidiaries, provided that such salary and a termination fee arrangements are entered into at arms' length and on terms that are no less favorable to Company or that Subsidiary, thereunder as the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliatedescribed in subsection 4.1H, (iii) reasonable and customary indemnifications and insurance arrangements for the benefit of Persons that are officers or fees paid to members of the Governing Bodies Boards of Company Directors of Holdings and its Subsidiaries on or after the Closing Date, whether such Persons are current or former officers or members at the time such indemnifications or arrangements are entered into, provided that such indemnifications and arrangements are entered into at arms' length and on terms that are no less favorable to Company or that Subsidiary, as the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or AffiliateSubsidiaries, (iv) the Employment Agreements issuances of stock, payments of bonuses and other transactions pursuant to employment or compensation agreements, stock option agreements, indemnification agreements and other arrangements, in each case satisfactory in form and in substance to Agent and Arrangers and as in effect on the Closing Date, and any other employment agreements or benefits arrangements entered into on or after as of the Closing Date by Company and its Subsidiaries unamended, and substantially similar agreements as may hereafter become effective, in each case with employees at arms' length and on terms that are no less favorable to Company officers or that Subsidiary, as the case may be, than those that would have been obtained at the relevant time from Persons directors who are not such a holder Affiliates of Holdings or Affiliateany of its Subsidiaries, (v) payments (payment of consulting and other transactions) made in accordance with the terms of fees and expenses under the Management Services and Reimbursement Agreement, as amended to the Tax Sharing Agreement extent permitted pursuant to subsection 7.15, and the other Related Agreementsin form and substance satisfactory to Agent and Arrangers, (vi) transactions occurring on to the Closing Date and described on Schedule 6.8 annexed heretoextent 140 (Credit Agreement) 148 permitted under subsection 7.3(xii), any repurchase of stock of Holdings from Company's stock option or other stock plan or participants in such plan, in each case to the extent such repurchases are required by the terms of such plan, (vii) services rendered payments by certain Subsidiaries for the benefit of other Holdings and its Subsidiaries pursuant to the terms of the intercompany service agreements described on Schedule 6.8 annexed heretoTax Sharing Agreement, and (viii) the payment issuance by Holdings of reasonable legal fees Holdings Common Stock to Yucaipa pursuant to Yucaipa's warrant issued to it on the Acquisition Date by Holdings (as in effect on the Closing Date and expenses incurred by law firms in which Directors of Company are affiliated for services rendered as it may be amended from time to Company and its Subsidiariestime thereafter to the extent permitted under subsection 7.15, the "YUCAIPA WARRANTS").

Transactions with Shareholders and Affiliates. Company shall not, and shall 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 equity Securities of Company or with any Affiliate of Company or of any such holder, on terms that are less favorable to Company or that Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not such a holder or an Affiliate; provided that the foregoing restriction shall not apply to to: (i) any Indebtedness permitted under subsection 6.1 among Company transaction between Holdings and any of its Subsidiaries or among Subsidiaries of Company, not prohibited by this Agreement; (ii) reasonable and customary salaries and fees paid to current officers and members of the Governing Bodies of Company Holdings and its SubsidiariesSubsidiaries (or after a Qualifying IPO of Company, provided that of Company), and reimbursement of reasonable out-of-pocket costs and expenses of such salary and fee arrangements are entered into at arms' length and on terms that are no less favorable to Company or that Subsidiary, as the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, Persons; (iii) reasonable the payment of fees and customary indemnifications and insurance arrangements for expenses in connection with the benefit of Persons that are officers or members consummation of the Governing Bodies of Company and its Subsidiaries on or after the Closing Date, whether such Persons are current or former officers or members at the time such indemnifications or arrangements are entered into, provided that such indemnifications and arrangements are entered into at arms' length and on terms that are no less favorable to Company or that Subsidiary, as the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, Acquisition; (iv) (a) so long as no Event of Default under subsection 8.1, 8.6 or 8.7 shall have occurred and be continuing or shall be caused thereby, payments of fees in accordance with the Employment Agreements in effect fee provisions of the Management Agreement as such fee provisions exist on the Closing Date, it being understood that any such amounts not permitted to be paid hereunder due to the existence of an Event of Default under subsection 8.1 shall continue to accrue, and may be paid in the event such Event of Default is subsequently waived or cured (and no other Event of Default then exists), and (b) indemnification and reimbursement of expenses in accordance with the Management Agreement; (v) equity issuances permitted under this Agreement; (vi) employment and severance arrangements between Company and any other employment agreements or benefits arrangements entered into on or after of its Subsidiaries and their officers and employees in the Closing Date ordinary course of business; (vii) payments by Company and its Subsidiaries with employees at arms' length pursuant to the tax sharing agreements among Holdings and its Subsidiaries on terms that are no less favorable to Company or that Subsidiary, as the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, customary terms; (v) payments (and other transactions) made in accordance with the terms of the Management Services and Reimbursement Agreement, the Tax Sharing Agreement and the other Related Agreements, (viviii) transactions occurring pursuant to permitted agreements in existence on the Closing Date and described set forth on Schedule 6.8 annexed hereto7.9 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect; (ix) Restricted Junior Payments permitted under subsection 7.5; (x) so long as no Event of Default under subsection 8.1, (vii) 8.6 or 8.7 shall have occurred and be continuing or shall be caused thereby, payments by Company and its Subsidiaries to Genstar or Sterling or any of their respective Affiliates made for any customary financial advisory, financing, underwriting or placement services rendered by certain Subsidiaries for the benefit or in respect of other Subsidiaries pursuant investment banking activities, including in connection with acquisitions or divestitures, which payments are approved by the majority of the board of directors of Holdings in good faith, it being understood that any such amounts not permitted to be paid hereunder due to the terms existence of the intercompany service agreements described on Schedule 6.8 annexed heretoan Event of Default under subsection 8.1 shall continue to accrue, and may be paid in the event such Event of Default is subsequently waived or cured (viiiand no other Event of Default then exists); and (xi) the payment indemnification payments to officers or directors of reasonable legal fees and expenses incurred by law firms in which Directors of Company are affiliated for services rendered to Company Holdings and its Subsidiaries.

Transactions with Shareholders and Affiliates. Except for the transactions described on Schedule 7.10, Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any material transaction (including including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of equity Securities of Company or with Company, any Affiliate of Company or of any such holderholder or any of Company's Off-Balance Sheet Subsidiaries or Joint Ventures, on terms that are less favorable to Company or that Subsidiary, as the case may be, than those that might be obtained at the time in a comparable arms-length transaction from Persons who are not such a holder holder, Affiliate, Off-Balance Sheet Subsidiary or AffiliateJoint Venture; provided that the foregoing restriction shall not apply to (i) any Indebtedness permitted under subsection 6.1 among 104 transaction between Company and any of its Wholly Owned North American Subsidiaries or among Subsidiaries between any of Company, its Wholly Owned North American Subsidiaries; (ii) reasonable and customary salaries and fees paid to current officers and members of the Governing Bodies Boards of Company and its Subsidiaries, provided that such salary and fee arrangements are entered into at arms' length and on terms that are no less favorable to Company or that Subsidiary, as the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, (iii) reasonable and customary indemnifications and insurance arrangements for the benefit of Persons that are officers or members of the Governing Bodies Directors of Company and its Subsidiaries on to Persons not employed by or after associated with the Closing DateSponsors or their respective Affiliates; (iii) Restricted Junior Payments permitted by subsection 7.5, whether such Persons are current or former officers or members at the time such indemnifications or arrangements are entered into, provided that such indemnifications and arrangements are entered into at arms' length and on terms that are no less favorable to Company or that Subsidiary, as the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, (iv) the Employment Agreements issuance of Permitted Cure Securities upon the exercise of Cure Rights pursuant to subsection 7.6C and the payment of non-cash pay-in-kind dividends and interest on such Permitted Cure Securities. Notwithstanding the foregoing sentence, provided that the Applicable Leverage Ratio is less than 3.50:1.00 and no Event of Default or Potential Event of Default has occurred and is continuing or would be caused thereby, Company may pay Management Fees in effect on the Closing Datean aggregate amount of up to $5,000,000 in any Fiscal Year, and any other employment agreements Management Fees not paid in cash because of the foregoing restrictions or benefits arrangements entered into on or otherwise may accrue pursuant to provisions approved by Administrative Agent subordinating such Management Fees to the prior payment in full of the Obligations and the obligations relating to the Priority Secured Credit Agreement and such accrued Management Fees may thereafter be paid in Cash so long as (x) after the Closing Date by paying such Management Fees and giving pro forma effect thereto, Company and its Subsidiaries is in compliance with employees at arms' length and on terms that are no less favorable to Company or that Subsidiary, as the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliateall covenants under this Agreement, (vy) payments (and other transactions) made in accordance with the terms of the Management Services and Reimbursement Agreement, the Tax Sharing Agreement and the other Related Agreements, (vi) transactions occurring on the Closing Date and described on Schedule 6.8 annexed hereto, (vii) services rendered by certain Subsidiaries for the benefit of other Subsidiaries pursuant Applicable Leverage Ratio after giving pro forma effect to the terms of the intercompany service agreements described on Schedule 6.8 annexed heretosuch payment does not exceed 3.50:1.00, and (viiiz) Company shall deliver to Administrative Agent an Officer's Certificate executed by its chief financial officer certifying as to the matters in clauses (x) and (y) above and further stating that, after giving effect to the Cash payment of reasonable legal fees such Management Fees, Company shall be able to make the scheduled payments of principal and expenses incurred by law firms in which Directors of Company are affiliated for services rendered to Company interest hereunder and its Subsidiariesunder the Priority Secured Credit Agreement.

Transactions with Shareholders and Affiliates. Company shall not, and shall 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 equity Securities of Company or with any Affiliate of Company or of any such holder, on terms that are less favorable to Company or that Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not such a holder or Affiliate; provided PROVIDED that the foregoing restriction shall not apply to (i) any Indebtedness permitted under subsection 6.1 among transaction between Company and any of its wholly-owned Subsidiaries or among Subsidiaries between any of Companyits wholly-owned Subsidiaries, (ii) reasonable and customary salaries and fees paid to current officers and members of the Governing Bodies Boards of Directors of Company and its Subsidiaries, provided that such salary and fee arrangements are entered into at arms' length and on terms that are no less favorable to Company or that Subsidiary, as the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, (iii) reasonable issuances of stock, payments of bonuses and customary indemnifications other transactions pursuant to employment or compensation agreements, stock option agreements, indemnification agreements, severance agreements and insurance arrangements for the benefit of Persons that are officers or members of the Governing Bodies of Company and its Subsidiaries on or after the Closing Dateother arrangements, whether such Persons are current or former officers or members at the time such indemnifications or arrangements are entered into, provided that such indemnifications and arrangements are entered into at arms' length and on terms that are no less favorable to Company or that Subsidiary, in each case as the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, (iv) the Employment Agreements in effect on as of the Closing Date, and such substantially similar agreements as may hereafter become effective, in each case with officers or directors who are Affiliates of Company or any of its Subsidiaries, (iv) payment of customary consulting and other employment agreements or benefits arrangements entered into on or after the Closing Date by Company fees and expenses to Arranger and its Affiliates in connection with the Recapitalization Transactions, including without limitation under this Agreement or in connection with the Senior Subordinated Notes, (v) transactions pursuant to the Distribution Agreement, dated April 23, 1996, and the Technical Collaboration Agreement, dated as of April 23, 1996, each between Company or one of its Subsidiaries with employees at arms' length and Yokogawa Electric Corporation, to the extent that such transactions are on terms that are no less at least as favorable as those that could reasonably be expected to be obtained by Company or that Subsidiary, as the case may be, than those that would have been obtained at the relevant time from Persons who are not Subsidiary in a comparable transaction by Company or such a holder or Affiliate, (v) payments (and other transactions) made in accordance Subsidiary with the terms of the Management Services and Reimbursement Agreement, the Tax Sharing Agreement and the other Related Agreementsan unrelated Person, (vi) transactions occurring on lease payments, renewals and extensions under the Closing Date lease agreement, dated June 29, 1996, between Company and described on Schedule 6.8 annexed heretoToyon Investments, a corporation controlled by Xxxxxxx, to the extent that aggregate annual lease payments do not exceed $585,000 per year, plus 128 annual consumer price index adjustments, not to exceed 3% per annum, (vii) services rendered the exercise by certain Subsidiaries for Xxxxxxx of his option to purchase Company's executive offices at 00000 Xx Xxxxxx Xxxx, Xxx Xxxxx, Xxxxxxxxxx, including all the benefit of other Subsidiaries leasehold improvements and fixed assets therein pursuant to the terms set forth in the resolution of the intercompany service agreements described Company adopted on Schedule 6.8 annexed heretoSeptember 19, 1995 and (viii) the payment of reasonable legal fees and expenses incurred by law firms in which Directors of Company are affiliated for services rendered Restricted Junior Payments permitted pursuant to Company and its Subsidiariessubsection 7.5.

Transactions with Shareholders and Affiliates. Except for the transactions described on Schedule 7.10, Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any material transaction (including including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of equity Securities of Company or with Company, any Affiliate of Company or of any such holderholder or any of Company's Off-Balance Sheet Subsidiaries or Joint Ventures, on terms that are less favorable to Company or that Subsidiary, as the case may be, than those that might be obtained at the time in a comparable 122 arms-length transaction from Persons who are not such a holder holder, Affiliate, Off-Balance Sheet Subsidiary or AffiliateJoint Venture; provided that the foregoing restriction shall not apply to (i) any Indebtedness permitted under subsection 6.1 among transaction between Company and any of its Wholly-Owned North American Subsidiaries or among Subsidiaries between any of Company, its Wholly-Owned North American Subsidiaries; (ii) reasonable and customary salaries and fees paid to current officers and members of the Governing Bodies Boards of Company and its Subsidiaries, provided that such salary and fee arrangements are entered into at arms' length and on terms that are no less favorable to Company or that Subsidiary, as the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, (iii) reasonable and customary indemnifications and insurance arrangements for the benefit of Persons that are officers or members of the Governing Bodies Directors of Company and its Subsidiaries on to Persons not employed by or after associated with the Closing DateSponsors or their respective Affiliates; (iii) Restricted Junior Payments permitted by subsection 7.5, whether such Persons are current or former officers or members at the time such indemnifications or arrangements are entered into, provided that such indemnifications and arrangements are entered into at arms' length and on terms that are no less favorable to Company or that Subsidiary, as the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, (iv) the Employment Agreements issuance of Permitted Cure Securities upon the exercise of Cure Rights pursuant to subsection 7.6C and the payment of non-cash pay-in-kind dividends and interest on such Permitted Cure Securities. Notwithstanding the foregoing sentence, provided that the Applicable Leverage Ratio is less than 3.50:1.00 and no Event of Default or Potential Event of Default has occurred and is continuing or would be caused thereby, Company may pay Management Fees in effect on the Closing Datean aggregate amount of up to US$5,000,000 in any Fiscal Year, and any other employment agreements Management Fees not paid in cash because of the foregoing restrictions or benefits arrangements entered into on or otherwise may accrue pursuant to provisions approved by US Administrative Agent subordinating such Management Fees to the prior payment in full of the Obligations and the obligations relating to the Term Loan Agreement and such accrued Management Fees may thereafter be paid in Cash so long as (x) after the Closing Date by paying such Management Fees and giving pro forma effect thereto, Company and its Subsidiaries is in compliance with employees at arms' length and on terms that are no less favorable to Company or that Subsidiary, as the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliateall covenants under this Agreement, (vy) payments (and other transactions) made in accordance with the terms of the Management Services and Reimbursement Agreement, the Tax Sharing Agreement and the other Related Agreements, (vi) transactions occurring on the Closing Date and described on Schedule 6.8 annexed hereto, (vii) services rendered by certain Subsidiaries for the benefit of other Subsidiaries pursuant Applicable Leverage Ratio after giving pro forma effect to the terms of the intercompany service agreements described on Schedule 6.8 annexed heretosuch payment does not exceed 3.50:1.00, and (viiiz) Company shall deliver to US Administrative Agent an Officer's Certificate executed by its chief financial officer certifying as to the matters in clauses (x) and (y) above and further stating that, after giving effect to the Cash payment of reasonable legal fees such Management Fees, Company shall be able to make the scheduled payments of principal and expenses incurred by law firms in which Directors of Company are affiliated for services rendered to Company interest hereunder and its Subsidiariesunder the Term Loan Agreement.

Transactions with Shareholders and Affiliates. Company Holdings shall not, and shall 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 equity Securities of Company Holdings or with any Affiliate of Company Holdings or of any such holder, on terms that are less favorable to Company Holdings or that Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not such a holder or Affiliate; provided that the foregoing restriction shall not apply to (i) any Indebtedness permitted under subsection 6.1 among Company transaction between Holdings and any of its Subsidiaries or among Subsidiaries between any of Companyits Subsidiaries, (ii) reasonable 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 payments permitted under Section 7.15, (iv) any employment agreement entered into by Holdings or any of its Subsidiaries in the ordinary course of business, (v) any issuance of Common Units or Preferred Units or Series B Preferred Units or Qualified Preferred Units in connection with employment arrangements, stock options and stock ownership plans of Holdings or any of its Subsidiaries entered into in the ordinary course of business and the performance of obligations thereunder, (vi) performance of obligations under the Recapitalization Agreement, (vii) performance of obligations under the Related Agreements, (viii) customary salaries and fees indemnities paid to current officers and members the directors of the Governing Bodies Boards of Company and its Subsidiaries, provided that such salary and fee arrangements are entered into at arms' length and on terms that are no less favorable to Company Directors or that Subsidiarythe managers of the Board of Managers, as the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, of Holdings and its Subsidiaries; (iiiix) reasonable and customary indemnifications fees and insurance arrangements for the benefit of Persons that are officers or expenses paid to members of the Governing Bodies Boards of Company and its Subsidiaries on Directors or after the Closing Date, whether such Persons are current or former officers or members at the time such indemnifications or arrangements are entered into, provided that such indemnifications and arrangements are entered into at arms' length and on terms that are no less favorable to Company or that SubsidiaryBoard of Managers, as the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, (iv) the Employment Agreements in effect on the Closing Date, and any other employment agreements or benefits arrangements entered into on or after the Closing Date by Company of Holdings and its Subsidiaries with employees at arms' length and on terms that are no less favorable in an aggregate amount not to Company or that Subsidiary, as the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliateexceed $1,000,000 in any calendar year, (vx) payments the transactions under the Third Priority Term Loan Documents and (and other transactions) made in accordance with the terms of the Management Services and Reimbursement Agreement, the Tax Sharing Agreement and the other Related Agreements, (vixi) transactions occurring on the Closing Date and described on in Schedule 6.8 7.11 annexed hereto, (vii) services rendered by certain Subsidiaries for the benefit of other Subsidiaries pursuant to the terms of the intercompany service agreements described on Schedule 6.8 annexed hereto, and (viii) the payment of reasonable legal fees and expenses incurred by law firms in which Directors of Company are affiliated for services rendered to Company and its Subsidiaries.

Transactions with Shareholders and Affiliates. Company shall not, and shall 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 510% or more of any class of equity Securities Capital Stock of Company or with any Affiliate of Company or of any such holder, on terms that are less favorable to Company or that Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not such a holder or Affiliate; provided that the foregoing restriction shall not apply to to: (i) any Indebtedness permitted under subsection 6.1 among transaction between Company and any of its wholly-owned Subsidiaries or among Subsidiaries between any of Company, its wholly-owned Subsidiaries; (ii) reasonable and customary salaries and fees paid to current officers and members of the Governing Bodies of Company and its Subsidiaries, provided that such salary members are not employees, Affiliates (other than non-employee directors of any Loan Party), or employees of Affiliates of Company, Holdings or any Equity Investor; (iii) reimbursement of reasonable out-of-pocket expenses of Ares or its Affiliates and fee arrangements are entered into at arms' length so long as no Event of Default shall have occurred and be continuing or shall be caused thereby, (a) payments of management fees to Ares or its Affiliates in an aggregate amount not to exceed $250,000 in any Fiscal Year in accordance with the Management Agreement and (b) payments of transaction fees to Ares or its Affiliates in connection with the Acquisition in an aggregate amount not to exceed $2,000,000; (iv) indemnification payments to officers or directors of Loan Parties; (v) transactions described on terms that are no less favorable to Schedule 7.9 annexed hereto; (vi) any Restricted Junior Payment or Investment otherwise permitted hereby; (vii) reasonable and customary director, officer and employee compensation (including bonuses) and other benefits (including retirement, health insurance, stock option and benefit plans) and indemnification arrangements, in each case approved by the Governing Body of Company or that the applicable Subsidiary, as the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, (iii) reasonable and customary indemnifications and insurance arrangements for the benefit of Persons that are officers or members of the Governing Bodies of Company and its Subsidiaries on or after the Closing Date, whether such Persons are current or former officers or members at the time such indemnifications or arrangements are entered into, provided that such indemnifications and arrangements are entered into at arms' length and on terms that are no less favorable to Company or that Subsidiary, as the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, (iv) the Employment Agreements in effect on the Closing Date, and any other employment agreements or benefits arrangements entered into on or after the Closing Date by Company and its Subsidiaries with employees at arms' length and on terms that are no less favorable to Company or that Subsidiary, as the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, (v) payments (and other transactions) made in accordance with the terms of the Management Services and Reimbursement Agreement, the Tax Sharing Agreement and the other Related Agreements, (vi) transactions occurring on the Closing Date and described on Schedule 6.8 annexed hereto, (vii) services rendered by certain Subsidiaries for the benefit of other Subsidiaries pursuant to the terms of the intercompany service agreements described on Schedule 6.8 annexed hereto, and (viii) the payment of reasonable legal fees and expenses incurred by law firms in which Directors of Company are affiliated for services rendered to Company and its Subsidiaries.; and

Transactions with Shareholders and Affiliates. Company shall not, and shall 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 equity Securities of Company or Holdings or with any Affiliate of Company or of any such holder, (A) in the case of any agreement or arrangement pursuant to which any Loan Party is obligated to pay any amounts to Permitted Holders or any of their respective Affiliates, without the prior written consent of Administrative Agent, and (B) in all other cases, on terms that are not materially less favorable to Company or that Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not such a holder or Affiliate; provided that the foregoing restriction shall not apply to (i) any Indebtedness permitted under subsection 6.1 among transaction between Company and any of its wholly-owned Subsidiaries or among Subsidiaries between any of Companyits wholly-owned Subsidiaries, (ii) reasonable and customary salaries and fees paid to current officers and members of the Governing Bodies of Company and its Subsidiaries, provided that such salary and fee arrangements are entered into at arms' length and on terms that are no less favorable to Company or that Subsidiary, as the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, (iii) reasonable so long as no Event of Default or Potential Event of Default shall have occurred and customary indemnifications and insurance arrangements for the benefit be continuing or shall be caused thereby, payments of Persons that are officers or members of the Governing Bodies of Company and its Subsidiaries on or after the Closing Date, whether such Persons are current or former officers or members at the time such indemnifications or arrangements are entered into, provided that such indemnifications and arrangements are entered into at arms' length and on terms that are no less favorable (a) management fees to Company or that Subsidiary, as the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, (iv) the Employment Agreements in effect on the Closing Date, and any other employment agreements or benefits arrangements entered into on or after the Closing Date by Company and its Subsidiaries with employees at arms' length and on terms that are no less favorable to Company or that Subsidiary, as the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, (v) payments (and other transactions) made Permitted Holders in accordance with the terms Advisory Services Agreement in an amount in any Fiscal Year not to exceed the greater of the Management Services $500,000 and Reimbursement Agreement, the Tax Sharing Agreement and the other Related Agreements, (vi) transactions occurring on the Closing Date and described on Schedule 6.8 annexed hereto, (vii) services rendered by certain Subsidiaries 1% of Consolidated EBITDA for the benefit immediately preceding Fiscal Year plus reimbursement of other Subsidiaries pursuant to expenses of Permitted Holders as provided in the terms of the intercompany service agreements described on Schedule 6.8 annexed heretoAdvisory Services Agreement, and (viiib) consulting fees to Permitted Holders upon or after consummation of a securities offering permitted hereunder by Company or any of its Subsidiaries or a Corporate Acquisition by Company or any of the payment Subsidiaries permitted hereunder in an amount not to exceed .50% of reasonable legal fees the aggregate gross proceeds arising from such securities offering or 1.0% of the aggregate consideration paid (including assumed liabilities) in connection with such Corporate Acquisition, as applicable; provided, that any such fee related to the Acquisition shall not be paid unless the Bridge Loans have either been repaid in full in cash or converted into Subordinated Loans on or prior to the Bridge Loan Maturity Date, and expenses incurred by law firms in which Directors (iv) indemnification payments to officers or directors of Company are affiliated for services rendered to Company and its SubsidiariesLoan Parties.

Transactions with Shareholders and Affiliates. Company shall not, and shall 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 equity Securities of Company Parent or Holdings or with any Affiliate of Company or Holdings or of any such holder: (i) in the case of any agreement or arrangement pursuant to which any Loan Party is obligated to pay any amounts to Permitted Holders or any of their respective Affiliates, without the prior written consent of Administrative Agent, and (ii) in all other cases, on terms that are less favorable to Company or that Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not such a holder or Affiliate; , provided that the foregoing restriction shall not apply apply: (a) to (i) any Indebtedness permitted under subsection 6.1 among transaction between Company and any of its wholly-owned Subsidiaries or among Subsidiaries between any of Company, its wholly-owned Subsidiaries, (iib) to reasonable and customary salaries and fees paid to current officers and members of the Governing Bodies of Company and its Subsidiaries, (c) so long as no Event of Default or Potential Event of Default shall have occurred and be continuing or shall be caused thereby, provided that (i) to the payment of the Advisory Services Termination Payment and (ii) until such salary and fee arrangements are entered into at arms' length and on terms that are no less favorable to Company or that Subsidiary, time as the case may beAdvisory Services Termination Payment is made, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, (iii) reasonable and customary indemnifications and insurance arrangements for the benefit to payments of Persons that are officers or members of the Governing Bodies of Company and its Subsidiaries on or after the Closing Date, whether such Persons are current or former officers or members at the time such indemnifications or arrangements are entered into, provided that such indemnifications and arrangements are entered into at arms' length and on terms that are no less favorable to Company or that Subsidiary, as the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, (iv) the Employment Agreements in effect on the Closing Date, and any other employment agreements or benefits arrangements entered into on or after the Closing Date by Company and its Subsidiaries with employees at arms' length and on terms that are no less favorable to Company or that Subsidiary, as the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, (v) payments (and other transactions) made Management Fees in accordance with the terms of the Management Advisory Services and Reimbursement Agreement, the Tax Sharing Agreement and the other Related Agreementsreimbursement of expenses of Permitted Holders as provided therein, in each case so long as such payment is permitted under subsection 9.5, (vid) transactions occurring on the Closing Date to indemnification payments to officers or directors of Loan Parties, and described on Schedule 6.8 annexed heretocustomary board of directors fees and expenses, and (viie) services rendered by certain Subsidiaries for the benefit of other Subsidiaries pursuant to the terms extent the same would otherwise be prohibited by this Section 9.8, for certainty, to the provision of subcontracting services to Noramac for which the intercompany service agreements described on Schedule 6.8 annexed hereto, and (viii) applicable Loan Party is paid an amount equal to the payment amount Noramac is paid by the counterparty to its contract taking into consideration the percentage of reasonable legal such work performed for Noramac by such Loan Party less any fees and expenses incurred by law firms paid to the joint venture partner in which Directors of Company are affiliated for services rendered to Company and its SubsidiariesNoramac.

Transactions with Shareholders and Affiliates. Company No Credit Party shall, nor shall not, and shall not 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 equity Securities of Company or with any Affiliate of Company or Holdings on terms, considered together with the terms of any all related and substantially concurrent transactions between such holderCredit Party and such Affiliate of Holdings, on terms that are less favorable to Company such Credit Party or that Subsidiary, as the case may be, than those that might be obtained at the time from Persons a Person who are is not such a holder or Affiliatean Affiliate of Holdings in an arms’ length transaction; provided that provided, the foregoing restriction shall not apply to (ia) any Indebtedness permitted under subsection 6.1 among Company and its Subsidiaries transaction between or among Subsidiaries of Company, the Borrower and the Guarantors; (iib) reasonable and customary salaries and fees paid to current officers and members of the Governing Bodies board of Company directors (or similar governing body) of Holdings and its Subsidiaries, provided that such salary and fee arrangements are entered into at arms' length and on terms that are no less favorable to Company or that Subsidiary, as the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, ; (iiic) reasonable and customary indemnifications and insurance compensation arrangements for the benefit officers and other employees of Persons that are officers or members of the Governing Bodies of Company Holdings and its Subsidiaries on entered into in the ordinary course of business; (d) transactions as of the Closing Date described in Schedule 6.11 or any amendment thereto to the extent such amendment is not adverse to the Lenders in any material respect, (e) Permitted Project Undertakings and Permitted Equity Commitments, (f) any acquisition of assets or Equity Interests from SunEdison or a subsidiary of SunEdison pursuant to the Project Support Agreement or the Project Investment Agreement as such agreement is in existence as of the Closing Date or as such agreement may be amended after the Closing DateDate if such amendment, whether taken as a whole with all other such Persons are current or former officers or members at amendments, is not more disadvantageous to the time Lenders in any material respect than such indemnifications or arrangements are entered into, provided that such indemnifications and arrangements are entered into at arms' length and on terms that are no less favorable to Company or that Subsidiary, agreement as the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, (iv) the Employment Agreements it is in effect on existence as of the Closing Date, and so long as the Corporate Governance and Conflicts Committee of Parent (or, if at any other employment time Parent is not the sole managing member of Holdings, the Board of Directors of Holdings) has approved such acquisition, and any construction, operational or similar agreements or benefits arrangements or Project Obligations entered into on in connection with such acquisition and (g) transactions contemplated by the Post-IPO Reorganization. Nothing in the foregoing shall be construed to prohibit the issuance of any Permitted Convertible Bond Indebtedness (or after the Closing Date by Company and its Subsidiaries with employees at arms' length and on terms that are no less favorable to Company or that Subsidiary, as the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, (v) payments (and other transactions) made in accordance with the terms of the Management Services and Reimbursement Agreementany guarantee thereof), the Tax Sharing Agreement and issuance of any Permitted Exchangeable Bond Indebtedness, or the other Related Agreements, (vi) transactions occurring on the Closing Date and described on Schedule 6.8 annexed hereto, (vii) services rendered by certain Subsidiaries for the benefit of other Subsidiaries pursuant to the terms of the intercompany service agreements described on Schedule 6.8 annexed hereto, and (viii) the payment of reasonable legal fees and expenses incurred by law firms in which Directors of Company are affiliated for services rendered to Company and its Subsidiariesentry into any Permitted Call Transaction.

Transactions with Shareholders and Affiliates. Company Holdings shall not, and shall 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 equity Securities of Company Holdings or with any Affiliate of Company Holdings or of any such holder, on terms that are less favorable to Company Holdings or that Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not such a holder or Affiliate; provided that the foregoing restriction shall not apply to (i) any Indebtedness permitted under subsection 6.1 among Company -------- transaction between Holdings and any of its Subsidiaries or among Subsidiaries between any of Companyits Subsidiaries, (ii) 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 Xxxx Management Fees under the Xxxx Advisory Services Agreement, (iv) any employment agreement entered into by Holdings or any of its Subsidiaries in the ordinary course of business, (v) any issuance of Common Units or Preferred Units or Qualified Preferred Units in connection with employment arrangements, stock options and stock ownership plans of Holdings or any of its Subsidiaries entered into in the ordinary course of business and the performance of obligations thereunder, (vi) any of the Recapitalization Transactions, (vii) reasonable and customary salaries fees, expenses and fees indemnities paid to current officers and members of the Governing Bodies Boards of Company and its Subsidiaries, provided that such salary and fee arrangements are entered into at arms' length and on terms that are no less favorable to Company Directors or that SubsidiaryBoard of Managers, as the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, (iii) reasonable and customary indemnifications and insurance arrangements for the benefit of Persons that are officers or members of the Governing Bodies of Company Holdings and its Subsidiaries on or after the Closing DateSubsidiaries, whether such Persons are current or former officers or members at the time such indemnifications or arrangements are entered into, provided that such indemnifications and arrangements are entered into at arms' length and on terms that are no less favorable to Company or that Subsidiary, as the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, (iv) the Employment Agreements in effect on the Closing Date, and any other employment agreements or benefits arrangements entered into on or after the Closing Date by Company and its Subsidiaries with employees at arms' length and on terms that are no less favorable to Company or that Subsidiary, as the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, (v) payments (and other transactions) made in accordance with the terms of the Management Services and Reimbursement Agreement, the Tax Sharing Agreement and the other Related Agreements, (vi) transactions occurring on the Closing Date and described on Schedule 6.8 annexed hereto, (vii) services rendered by certain Subsidiaries for the benefit of other Subsidiaries pursuant to the terms of the intercompany service agreements described on Schedule 6.8 annexed hereto, and (viii) the payment performance of reasonable legal fees obligations under the Related Agreements, or (ix) transactions with Xxx Xxxxxxx; provided that any amounts received by Xxx Xxxxxxx -------- pursuant to this clause (ix) in excess of salary and expenses incurred by law firms other compensation contractually due to him from Company shall not exceed $50,000 in which Directors of Company are affiliated for services rendered to Company and its Subsidiariesany Fiscal Year.

Transactions with Shareholders and Affiliates. Company shall not, and shall 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 equity Securities of Company or Holdings or with any Affiliate of Company or of any such holder, (A) in the case of any agreement or arrangement pursuant to which any Loan Party is obligated to pay any amounts to Permitted Holders or any of their respective Affiliates, without the prior written consent of Administrative Agent, and (B) in all other cases, on terms that are not materially less favorable to Company or that Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not such a holder or Affiliate; provided that the foregoing restriction shall not apply to (i) any Indebtedness permitted under subsection 6.1 among transaction between Company and any of its wholly-owned Subsidiaries or among Subsidiaries between any of Companyits wholly-owned Subsidiaries, (ii) reasonable and customary salaries and fees paid to current officers and members of the Governing Bodies of Company and its Subsidiaries, provided that such salary and fee arrangements are entered into at arms' length and on terms that are no less favorable to Company or that Subsidiary, as the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, (iii) reasonable and customary indemnifications and insurance arrangements for the benefit payments of Persons that are officers fees to Permitted Holders or members of the Governing Bodies of Company and its Subsidiaries other equity investors on or after the Closing Date, whether such Persons are current Date not to exceed $6,800,000 and reimbursement of expenses to Permitted Holders or former officers or members at the time such indemnifications or arrangements are entered into, provided that such indemnifications and arrangements are entered into at arms' length and on terms that are no less favorable to Company or that Subsidiary, as the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, (iv) the Employment Agreements in effect other equity investors on the Closing Date, (iv) so long as no Event of Default or Potential Event of Default shall have occurred and any other employment agreements be continuing or benefits arrangements entered into on or after the Closing Date by Company and its Subsidiaries with employees at arms' length and on terms that are no less favorable shall be caused thereby, payments of (a) management fees to Company or that Subsidiary, as the case may be, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate, (v) payments (and other transactions) made Permitted Holders in accordance with the terms Advisory Services Agreement in an amount in any Fiscal Year not to exceed the greater of the Management Services $500,000 and Reimbursement Agreement, the Tax Sharing Agreement and the other Related Agreements, (vi) transactions occurring on the Closing Date and described on Schedule 6.8 annexed hereto, (vii) services rendered by certain Subsidiaries 1% of Consolidated EBITDA for the benefit immediately preceding Fiscal Year plus reimbursement of other Subsidiaries pursuant to expenses of Permitted Holders as provided in the terms of the intercompany service agreements described on Schedule 6.8 annexed heretoAdvisory Services Agreement, and (viiib) the payment of reasonable legal consulting fees to Permitted Holders upon consummation of a securities offering permitted hereunder by Company or any of its Subsidiaries or a Corporate Acquisition by Company or any of the Subsidiaries permitted hereunder in an amount not to exceed .50% of the aggregate gross proceeds arising from such securities offering or 1.0% of the aggregate consideration paid (including assumed liabilities) in connection with such Corporate Acquisition, as applicable and expenses incurred by law firms in which Directors (v) indemnification payments to officers or directors of Company are affiliated for services rendered to Company and its SubsidiariesLoan Parties.