Common use of Transactions with Shareholders and Affiliates Clause in Contracts

Transactions with Shareholders and Affiliates. Except as set forth in Schedule 6.12, no Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of ten percent (10.0%) or more of any class of Capital Stock of Company or any of its Subsidiaries (or any Affiliate of such holder) or with any Affiliate of Company or of any such holder; provided, however, that the Credit Parties and their Subsidiaries may enter into or permit to exist any such transaction if both (i) the Administrative Agent has consented thereto in writing prior to the consummation thereof and (ii) the terms of such transaction are not less favorable to Company or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; further, provided, that the foregoing restrictions shall not apply to (a) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Company and its Subsidiaries; (b) compensation arrangements for officers and other employees of Company and its Subsidiaries entered into in the ordinary course of business; and (c) transactions described in Schedule 6.12. Company shall disclose in writing each transaction with any holder of ten percent (10.0%) or more of any class of Capital Stock of Company or any of its Subsidiaries (other than a Credit Party) or with any Affiliate of Company (other than a Credit Party) or of any such holder to Administrative Agent.

Transactions with Shareholders and Affiliates. Except as set forth in Schedule 6.12, no Credit No Loan Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of ten percent (10.0%) or more of any class of Capital Stock of Company or any of its Subsidiaries (or any Affiliate of such holder) or with any Affiliate of Company the Borrower or of any such holder; provided, however, that the Credit Loan Parties and their Subsidiaries may enter into or permit to exist any such transaction if both (i) the Administrative Agent has consented thereto in writing prior to the consummation thereof and (ii) the terms of such transaction are not less favorable to Company the Borrower or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; further, provided, further, that the foregoing restrictions shall not apply to any of the following: (a) any transaction among the Borrower and its Subsidiaries expressly permitted hereunder; (b) reasonable and customary fees paid to members of the board Board of directors Directors (or similar governing body) of Company the Borrower and its Subsidiaries; ; (c) Restricted Junior Payments of the type described in clause (a), (b) or (c) of the definition thereof and permitted under Section 6.5; (d) compensation arrangements for officers and other employees of Company the Borrower and its Subsidiaries entered into in the ordinary course of business; and and (ce) transactions described in Schedule 6.12. Company shall disclose in writing each transaction with 6.12 (including without limitation, any holder of ten percent (10.0%) intercompany licenses or more of any class of Capital Stock of Company or any of its Subsidiaries (other than a Credit Party) or with any Affiliate of Company (other than a Credit Party) or of any such holder to Administrative Agentarrangements existing on the Closing Date).

Transactions with Shareholders and Affiliates. Except as set forth in Schedule 6.12, no No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including any repurchase and redemption of stock transactions and the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of ten percent (10.0%) or more of any class of Capital Stock of Company or any of its Subsidiaries (or any Affiliate of such holder) or with any Affiliate of Company or of any such holder; provided, however, Borrower on terms that the Credit Parties and their Subsidiaries may enter into or permit to exist any such transaction if both (i) the Administrative Agent has consented thereto in writing prior to the consummation thereof and (ii) the terms of such transaction materially are not less favorable to Company Borrower or that Subsidiarysuch other Credit Party, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliatean Affiliate of Borrower; further, provided, that the foregoing restrictions restriction shall not apply to (a) reasonable transactions among Credit Parties, or between a Credit Party and customary fees paid to members another Person that becomes a Credit Party as a result of the board of directors (or similar governing body) of Company and its Subsidiariessuch transaction; (b) the issuance of stock or stock equivalents of Borrower to the management of Borrower or the other Credit Parties pursuant to arrangements described in the following clause (c), (c) compensation arrangements for officers and other employees of Company Borrower and its Subsidiaries the other Credit Parties entered into in the ordinary course of business; (d) transactions with any Person which is an Affiliate of Borrower only by reason of such Person and Borrower having common directors; (e) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, shareholders, directors, managers, consultants, officers and employees of Borrower and the other Credit Parties in the ordinary course of business to the extent attributable to the ownership or operation of Borrower and the other Credit Parties and (cf) transactions described pursuant to permitted agreements in existence on the Closing Date and set forth on Schedule 6.12. Company shall disclose in writing each transaction with any holder of ten percent (10.0%) or more of any class of Capital Stock of Company or any of its Subsidiaries (other than a Credit Party) or with any Affiliate of Company (other than a Credit Party) or of any such holder to Administrative Agent6.10.

Transactions with Shareholders and Affiliates. Except as set forth in Schedule 6.12, no No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or into, permit to exist or fail to enforce any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of ten percent (10.0%) 5% or more of any class of Capital Stock of Company Holdings or any of its Subsidiaries (or any Affiliate of such holder) or with any Affiliate of Company Holdings or of any such holder; provided, however, that the Credit Parties and their Subsidiaries may enter into or permit to exist any such transaction if both (i) the Administrative Agent has consented thereto in writing prior to the consummation thereof and (ii) the terms of such transaction are not less favorable to Company Holdings or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; further, provided, that the foregoing restrictions shall not apply to (a) any transaction between and among any Company and any other Company; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Company Holdings and its Subsidiaries; (bc) compensation arrangements for officers and other employees of Company Holdings and its Subsidiaries entered into in the ordinary course of business; and (cd) transactions described in Schedule 6.12. Company The Credit Parties shall disclose in writing each transaction with any holder of ten percent (10.0%) 5% or more of any class of Capital Stock of Company Holdings or any of its Subsidiaries (other than a Credit Party) or with any Affiliate of Company (other than a Credit Party) Holdings or of any such holder to Administrative Agent.

Transactions with Shareholders and Affiliates. Except as set forth in Schedule 6.12, no Credit No Loan Party shallwill, nor shall will 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 ten percent (10.0%) 10% or more of any class of Capital Stock equity Securities of Company or any of its Subsidiaries (or any Affiliate of such holder) or with any Affiliate of Company or of any such holder; provided, however, on terms that the Credit Parties and their Subsidiaries may enter into or permit to exist any such transaction if both (i) the Administrative Agent has consented thereto in writing prior to the consummation thereof and (ii) the terms of such transaction when taken as a whole are not less favorable in any material respect to Company or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person Persons who is are not such a holder or Affiliate; further, provided, provided that the foregoing restrictions shall not apply to to: (a) any transaction between Company and any of its wholly-owned Subsidiaries or between any of its wholly-owned Subsidiaries; (b) reasonable and customary fees paid to members of the board Governing Bodies of directors (or similar governing body) of Company and its Subsidiaries; (b) compensation arrangements for officers and other employees of Company Parent and its Subsidiaries and compensation and benefit arrangements for officers, directors and employees entered into in the ordinary course of business; and course; (c) the performance by Company of its obligations under the Sand Purchase Agreements and under the Conveyance of Undivided Mineral Interest; (d) transactions described in Schedule 6.12. accordance with the terms of the Management Agreement; (e) any acquisitions or other Investments expressly permitted by Section 6.3; (f) transactions in respect of Subordinated Indebtedness with the holders or lenders, as the case may be, of such Subordinated Indebtedness to the extent such transactions are otherwise permitted hereunder; (g) any intercompany loan from Company shall disclose in writing each transaction with to Parent or any holder of ten percent (10.0%) direct or more of any class of Capital Stock indirect holding company of Company or comprising a Restricted Junior Payment permitted under Section 6.5; or (h) any of its Subsidiaries (other than a Credit Party) or with any Affiliate of Company (other than a Credit Party) or of any such holder to Administrative AgentRestricted Junior Payments expressly permitted by Section 6.5.

Transactions with Shareholders and Affiliates. Except as set forth in Schedule 6.12, no Credit No Loan Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder Affiliate of ten percent (10.0%) or more of any class of Capital Stock of Company such Loan Party or any of its Subsidiaries (or any Affiliate of such holder) or with any Affiliate of Company or of any such holder; providedSubsidiaries, however, on terms that the Credit Parties and their Subsidiaries may enter into or permit to exist any such transaction if both (i) the Administrative Agent has consented thereto in writing prior to the consummation thereof and (ii) the terms of such transaction are not less favorable to Company such Loan Party or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or an Affiliate; further, provided, that provided the foregoing restrictions restriction shall not apply to to: (a) any transaction between Loan Parties; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Company and U.S. Borrower or any of its Subsidiaries; ; (bc) compensation compensation, benefits or indemnification arrangements for officers and other employees of Company and U.S. Borrower or any of its Subsidiaries entered into in the ordinary course of business; ; (d) the existence of, and the performance by any Loan Party of its obligations under the terms of, any Organizational Documents or securityholders agreement to which it is a party on the Closing Date and which has been disclosed to the Lenders; (e) payments by any Loan Party to any Affiliate of any Permitted Holder in connection with any Obligations owed to such Person by any Loan Party under the Loan Documents; (f) Restricted Junior Payment permitted under Section 6.06 and Investments permitted under Sections 6.04(d) and (ce); (g) transactions described in Schedule 6.12. Company shall disclose in writing each transaction with any holder of ten percent (10.0%) or more of any class of Capital Stock of Company or any of its Subsidiaries (other than a Credit Party) or with any Affiliate of Company (other than a Credit Party) or of any such holder to Administrative Agent.6.07; and

Transactions with Shareholders and Affiliates. Except as set forth in Schedule 6.12, no No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of ten five percent (10.05%) or more of any class of Capital Stock of Company or any of its Subsidiaries (or any Affiliate of such holder) or with any Affiliate of Company or of any such holder; provided, however, on terms that the Credit Parties and their Subsidiaries may enter into or permit to exist any such transaction if both (i) the Administrative Agent has consented thereto in writing prior to the consummation thereof and (ii) the terms of such transaction are not less favorable to Company or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; further, provided, that the foregoing restrictions restriction shall not apply to (a) any transaction between Company and any Guarantor; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Company and its Subsidiaries; (bc) reasonable compensation arrangements for officers and other employees of Company and its Subsidiaries entered into in the ordinary course of business; and (cd) transactions described in Schedule 6.126.11; provided, further, however, notwithstanding the foregoing, neither Company nor any of its Subsidiaries shall pay any management or similar fees, or any other fees or payments, to any Affiliate of Company. Company shall disclose in writing each transaction with any holder of ten five percent (10.05%) or more of any class of Capital Stock of Company or any of its Subsidiaries (other than a Credit Party) or with any Affiliate of Company (other than a Credit Party) or of any such holder to Administrative Agent.

Transactions with Shareholders and Affiliates. Except as set forth in Schedule 6.12, no Credit No Loan Party shallwill, nor shall will 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 ten percent (10.0%) 10% or more of any class of Capital Stock equity Securities of Company or any of its Subsidiaries (or any Affiliate of such holder) or with any Affiliate of Company or of any such holder; provided, however, on terms that the Credit Parties and their Subsidiaries may enter into or permit to exist any such transaction if both (i) the Administrative Agent has consented thereto in writing prior to the consummation thereof and (ii) the terms of such transaction when taken as a whole are not less favorable in any material respect to Company or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person Persons who is are not such a holder or Affiliate; further, provided, provided that the foregoing restrictions shall not apply to to: (a) any transaction between Company and any of its wholly-owned Subsidiaries or between any of its wholly-owned Subsidiaries; (b) reasonable and customary fees paid to members of the board Governing Bodies of directors (or similar governing body) of Company and its Subsidiaries; (b) compensation arrangements for officers and other employees of Company Parent and its Subsidiaries and compensation and benefit arrangements for officers, directors and employees entered into in the ordinary course of business; and course; (c) the performance by Company of its obligations under the Sand Purchase Agreements and under the Conveyance of Undivided Mineral Interest; (d) [Reserved]; (e) any acquisitions or other Investments expressly permitted by Section 6.3; (f) transactions described in Schedule 6.12. respect of Subordinated Indebtedness with the holders or lenders, as the case may be, of such Subordinated Indebtedness to the extent such transactions are otherwise permitted hereunder; (g) any intercompany loan from Company shall disclose in writing each transaction with to Parent or any holder of ten percent (10.0%) direct or more of any class of Capital Stock indirect holding company of Company or comprising a Restricted Junior Payment permitted under Section 6.5; or (h) any of its Subsidiaries (other than a Credit Party) or with any Affiliate of Company (other than a Credit Party) or of any such holder to Administrative AgentRestricted Junior Payments expressly permitted by Section 6.5.

Transactions with Shareholders and Affiliates. Except as set forth in Schedule 6.12, no (a) No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of ten percent (10.0%) 10% or more of any class of Capital Stock of Company or any of its Subsidiaries (or any Affiliate of such holder) or with any Affiliate of Company or of any such holder; provided, however, on terms that the Credit Parties and their Subsidiaries may enter into or permit to exist any such transaction if both (i) the Administrative Agent has consented thereto in writing prior to the consummation thereof and (ii) the terms of such transaction are not less favorable to Company or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; further, provided, that the -------- foregoing restrictions restriction shall not apply to (a) any transaction between Company and any Restricted Subsidiary or between any of the Guarantor Subsidiaries; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Company and its Subsidiaries; (bc) compensation arrangements entered into in the ordinary course of business for officers and other employees of Company and its Subsidiaries entered into in the ordinary course of businessSubsidiaries; and (cd) transactions described in Schedule 6.12. Company shall disclose in writing each transaction with any holder 6.13. (b) Each Credit Party will (i) maintain entity records and books of ten percent (10.0%) or more account separate from those of any class other entity which is an Affiliate of Capital Stock of Company or any of its Subsidiaries (other than a such Credit Party; (ii) not commingle its funds or assets with those of any other entity which is an Affiliate of Company (other than a such Credit Party, and (iii) provide that its board of directors or other analogous governing body will hold all appropriate meetings to authorize and approve such Person's entity actions, which meetings will be separate from those of any such holder to Administrative Agentother Credit Parties.

Transactions with Shareholders and Affiliates. Except as set forth in Schedule 6.12, no No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or property, the rendering of any service) with any holder of ten percent (10.0%) service or more the payment of any class of Capital Stock of Company management, advisory or any of its Subsidiaries (or any Affiliate of such holdersimilar fees) or with any Affiliate of Company or of any Credit Party (each such holdertransaction, an “Affiliate Transaction”); provided, however, provided that the Credit Parties and their Subsidiaries may enter into or permit to exist any such transaction Affiliate Transaction if both (i) the Administrative Agent has consented thereto in writing prior to the consummation thereof and (iia) the terms of such transaction are not less favorable to Company Borrower or that such Subsidiary, as the case may be, than those that might be obtained in a comparable arm’s length transaction at the time from a Person who is not such a holder or Affiliate; further, provided, that the foregoing restrictions shall not apply to (a) reasonable Affiliate and customary fees paid to members of the board of directors (or similar governing body) of Company and its Subsidiaries; (b) compensation arrangements for officers and other employees of Company and its Subsidiaries entered into such transaction is in the ordinary course of business; and , (b) such transaction is between or among Credit Parties, (c) transactions described in such transaction is a Restricted Payment permitted by Section 6.5(a) hereunder, (d) such transaction constitutes a guarantee permitted under Section 6.7[reserved], or (e) such transaction is listed on Schedule 6.126.12 attached hereto. Company Borrower shall promptly disclose in writing each transaction with any holder Affiliate of ten percent (10.0%) or more of any class of Capital Stock of Company Borrower or any of its Subsidiaries (other than a Credit Party) or with any Affiliate of Company (other than a Credit Party) Affiliates or of any such holder to Administrative Agent. For the avoidance of doubt, this Section 6.12 shall not apply to any transaction or matter among any Credit Party and the Permitted Holder.

Transactions with Shareholders and Affiliates. Except as set forth in Schedule 6.12, no No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of ten five percent (10.05%) or more of any class of Capital Stock of Company Holdings or any of its Subsidiaries (or any Affiliate of such holder) or with any Affiliate of Company Holdings or of any such holder; provided, however, on terms that the Credit Parties and their Subsidiaries may enter into or permit to exist any such transaction if both (i) the Administrative Agent has consented thereto in writing prior to the consummation thereof and (ii) the terms of such transaction are not less favorable to Company Holdings or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; further, provided, that the foregoing restrictions restriction shall not apply to (a) any transaction between any Credit Parties otherwise permitted hereunder; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Company Holdings and its Subsidiaries; (bc) reasonable compensation arrangements for officers and other employees of Company Holdings and its Subsidiaries entered into in the ordinary course of business; and (cd) transactions described in Schedule 6.124.30; and (e) transactions permitted by Section 6.6(b)(ii)(B); provided, further, however, notwithstanding the foregoing, neither Holdings nor any of its Subsidiaries shall pay any management or similar fees, or any other fees or payments, to any Affiliate of Holdings that is not a Credit Party. Company Holdings shall disclose in writing each transaction with any holder of ten five percent (10.05%) or more of any class of Capital Stock of Company Holdings or any of its Subsidiaries (other than a Credit Party) or with any Affiliate of Company (other than a Credit Party) Holdings or of any such holder to Administrative Agent.

Transactions with Shareholders and Affiliates. Except as set forth in Schedule 6.12, no No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of ten five percent (10.05%) or more of any class of Capital Stock of the Company or any of its Subsidiaries (or any Affiliate of such holder) or with any Affiliate of the Company or of any such holder; provided, however, on terms that the Credit Parties and their Subsidiaries may enter into or permit to exist any such transaction if both (i) the Administrative Agent has consented thereto in writing prior to the consummation thereof and (ii) the terms of such transaction are not less favorable to the Company or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; further, provided, that the foregoing restrictions restriction shall not apply to (a) any transaction between the Company and any Guarantor; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of the Company and its Subsidiaries; (bc) compensation arrangements for officers and other employees of the Company and its Subsidiaries entered into in the ordinary course of business; and (cd) transactions described in Schedule 6.126.10. Company The Administrative Borrower shall disclose in writing each transaction with any holder of ten five percent (10.05%) or more of any class of Capital Stock of the Company or any of its Subsidiaries (other than a Credit Party) or with any Affiliate of the Company (other than a Credit Party) or of any such holder to the Administrative AgentAgent and the Lenders.

Transactions with Shareholders and Affiliates. Except as set forth in Schedule 6.12, no Credit No Loan Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of ten percent (10.0%) or more Affiliate of any class of Capital Stock of Company or any of its Subsidiaries (or any Affiliate of such holder) or with any Affiliate of Company Borrower or of any such holder; providedholder (other than with a Loan Party), however, that the Credit Parties and their Subsidiaries may enter into or permit to exist any unless such transaction if both (i) the has been disclosed to Administrative Agent has consented thereto in writing prior to the consummation thereof Agent, and (ii) the is on terms of such transaction that are not no less favorable to Company the applicable Borrower or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; further, provided, that provided the foregoing restrictions restriction shall not apply to (a) the payment by Lead Borrower, and its Subsidiaries of reasonable and customary fees paid to members of the board of directors (or similar governing body) of Company and its Subsidiaries’ Boards of Directors, (b) the transfer of funds to Sponsor or any direct or indirect parent of Lead Borrower to enable such Person to pay administrative or legal fees otherwise payable by such Person on account of any Loan Party or its Subsidiaries and the payment and provision of reasonable compensation and benefits (including, without limitation, permitted incentive stock plans) to officers; (bc) compensation arrangements for officers and other employees of Company Lead Borrower and its Subsidiaries entered into in the ordinary course of business; (d) the payment of management fees to the extent otherwise permitted hereunder; (e) reasonable and commercially appropriate marketing incentives or promotional activities and (cf) transactions described in Schedule 6.12. Company shall disclose in writing each transaction with Permitted Reorganizations, Investments made by any holder of ten percent (10.0%) Loan Party or more of any class of Capital Stock of Company or any one of its Subsidiaries (other than a Credit Party) in or with to another Loan Party or its Subsidiaries, in each case, as permitted by Section 6.05 and Indebtedness incurred by any Affiliate of Company (other than a Credit Party) Loan Party or of any such holder its Subsidiaries to Administrative Agentanother Loan Party or its Subsidiaries, in each case, as permitted by Section 6.01.

Transactions with Shareholders and Affiliates. Except as set forth in Schedule 6.12, no No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of ten percent (10.0%) 10% or more of any class of Capital Stock of Company Holdings or any of its Subsidiaries (or any Affiliate of such holder) or with any Affiliate of Company Holdings or of any such holder; provided, however, on terms that the Credit Parties and their Subsidiaries may enter into or permit to exist any such transaction if both (i) the Administrative Agent has consented thereto in writing prior to the consummation thereof and (ii) the terms of such transaction are not less favorable to Company Holdings or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; furtherPROVIDED, provided, that the foregoing restrictions restriction shall not apply to (a) any transaction between Holdings, Company and any Subsidiary; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Company Holdings and its Subsidiaries; (bc) compensation and management equity arrangements for officers and other employees of Company Holdings and its Subsidiaries entered into in the ordinary course of business; and (cd) transactions described in Schedule 6.12. Company shall disclose in writing each transaction with payment of Transaction Costs to the extent such payments are made to any holder of ten percent (10.0%) 10% or more of any class of Capital Stock of Holdings or any of its Subsidiaries or to any Affiliate of Holdings or of any such holder; and (e) sales or purchases by Company or any of its Subsidiaries (other than of the Capital Stock of a Credit PartySubsidiary of Company; PROVIDED, that with respect to such sales, Company designates such Subsidiary a Permitted Partially-Owned Subsidiary, and, with respect to such purchases, such purchases are permitted pursuant to Sections 6.1(p) or with any Affiliate of Company (other than a Credit Party) or of any such holder to Administrative Agentand 6.5(g).

Transactions with Shareholders and Affiliates. Except as set forth in Schedule 6.12, no No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of ten percent (10.0%) or more of any class of Capital Stock of Company or any of its Subsidiaries (or any Affiliate of such holder) or the Partnership on terms, considered together with any Affiliate of Company or of any such holder; provided, however, that the Credit Parties and their Subsidiaries may enter into or permit to exist any such transaction if both (i) the Administrative Agent has consented thereto in writing prior to the consummation thereof and (ii) the terms of all related and substantially concurrent transactions between such transaction Credit Party and such Affiliate of the Partnership, that are not 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 a Person who is not such a holder or Affiliatean Affiliate of the Partnership in an arms’ length transaction; further, provided, that the foregoing restrictions restriction shall not apply to (a) any transaction between Borrower and any Guarantor; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Company the Partnership and its Subsidiaries; (bc) compensation arrangements for officers and other employees of Company the Partnership and its Subsidiaries entered into in the ordinary course of business; and (cd) transactions described in Schedule 6.12. Company shall disclose in writing each transaction with any holder issuance of ten percent (10.0%) or more Equity Interests of any class of Capital Stock of Company the Partnership or any of its Subsidiaries Subsidiaries; (other than a Credit Partye) Restricted Junior Payments that do not violate the provisions of Section 6.4; (f) transactions as of the Closing Date described in Schedule 6.10 (as such schedule may be amended by Borrower on or before the Closing Date) or any amendment thereto to the extent such amendment is not adverse to the Lenders in any material respect; (g) Permitted Project Undertakings and Permitted Equity Commitments; and (h) Project Obligations and Permitted Acquisition Transactions entered into with any Affiliate of Company (other than a Credit Party) or of any such holder to Administrative Agentthe Partnership, unless at the time entered into, only one Sponsor Controls the Partnership and Borrower.

Transactions with Shareholders and Affiliates. Except as set forth in Schedule 6.12, no No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of ten percent (10.0%) or more of any class of Capital Stock of Company or any of its Subsidiaries (or any Affiliate of such holder) or with any Affiliate of Company or of any such holderAffiliate; provided, however, that the Credit Parties and their Subsidiaries may enter into or permit to exist any such transaction if both (ia) the Administrative Agent has consented thereto in writing prior to the consummation thereof and (iib) the terms of such transaction are not less favorable to Company any Credit Party or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; further, provided, that the foregoing restrictions shall not apply to (ai) any transaction between the Companies and any Wholly-Owned Guarantor Subsidiary or any of them; (ii) reasonable and customary fees paid to members of the board Board of directors (Directors of any Credit Party or similar governing body) any of Company and its Subsidiaries; (biii) reasonable and customary compensation arrangements for officers and other employees of Company and any Credit Party or any of its Subsidiaries entered into in the ordinary course of business; and (civ) the Specified IPO Transactions; (v) transactions described in on Schedule 6.12; and (vi) Restricted Junior Payments to the extent permitted under Section 6.5. Company The Credit Parties shall disclose in writing each transaction with any holder Affiliate involving an amount in excess of ten percent (10.0%) or more of any class of Capital Stock of Company or any of its Subsidiaries $250,000 (other than a Credit Partythe sale and service of boats at cost to officers, directors or employees) or with any Affiliate of Company (other than a Credit Party) or of any such holder to Administrative AgentAgent promptly after entering into such transaction.

Transactions with Shareholders and Affiliates. Except as set forth in Schedule 6.12, no No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of ten percent (10.0%) 5% or more of any class of Capital Stock of Company Parent Guarantor or any of its Subsidiaries (or any Affiliate of such holder) or with any Affiliate of Company Parent Guarantor or of any such holder; provided, however, on terms that the Credit Parties and their Subsidiaries may enter into or permit to exist any such transaction if both (i) the Administrative Agent has consented thereto in writing prior to the consummation thereof and (ii) the terms of such transaction are not less favorable to Company Parent Guarantor or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; further, provided, that the foregoing restrictions restriction shall not -------- apply to (a) any transaction between Company and any Subsidiary Guarantor; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Company Parent Guarantor and its Subsidiaries; (bc) compensation arrangements for officers and other employees of Company Parent Guarantor and its Subsidiaries entered into in the ordinary course of business; and (cd) transactions described in Schedule 6.126.11. Company 103 Conduct of Business. From and after the Closing Date, no Credit Party shall, nor shall disclose in writing each transaction with any holder of ten percent (10.0%) or more of any class of Capital Stock of Company or it permit any of its Subsidiaries (to, engage in any business other than a Credit Party) or with any Affiliate the Businesses and businesses incidental and complementary thereto and such other lines of Company (other than a Credit Party) or of any such holder business as may be consented to Administrative Agentby Requisite Lenders.

Transactions with Shareholders and Affiliates. Except as set forth in Schedule 6.12, no (a) No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of ten percent (10.0%) 10% or more of any class of Capital Stock of Company or any of its Subsidiaries (or any Affiliate of such holder) or with any Affiliate of Company or of any such holder; provided, however, on terms that the Credit Parties and their Subsidiaries may enter into or permit to exist any such transaction if both (i) the Administrative Agent has consented thereto in writing prior to the consummation thereof and (ii) the terms of such transaction are not less favorable to Company or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; further, provided, that the foregoing restrictions -------- restriction shall not apply to (a) any transaction between Company and any Restricted Subsidiary or between any of the Guarantor Subsidiaries; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Company and its Subsidiaries; (bc) compensation arrangements entered into in the ordinary course of business for officers and other employees of Company and its Subsidiaries entered into in the ordinary course of businessSubsidiaries; and (cd) transactions described in Schedule 6.12. Company shall disclose in writing each transaction with any holder 6.13. (b) Each Credit Party will (i) maintain entity records and books of ten percent (10.0%) or more account separate from those of any class other entity which is an Affiliate of Capital Stock of Company or any of its Subsidiaries (other than a such Credit Party; (ii) not commingle its funds or assets with those of any other entity which is an Affiliate of Company (other than a such Credit Party, and (iii) provide that its board of directors or other analogous governing body will hold all appropriate meetings to authorize and approve such Person's entity actions, which meetings will be separate from those of any such holder to Administrative Agentother Credit Parties.

Transactions with Shareholders and Affiliates. Except as set forth in Schedule 6.12, no Credit No Loan Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder ), or series of ten percent (10.0%) or more of any class of Capital Stock of Company or any of its Subsidiaries (or any Affiliate of such holder) or related transactions, with any Affiliate of Company Borrower or of any such holderholder with a value in excess $[***]; provided, however, that the Credit Loan Parties and their Subsidiaries may enter into or permit to exist any such transaction if both (i) the Administrative Agent has consented thereto in writing prior to the consummation thereof and (ii) the terms of such transaction are not less favorable to Company or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; furtherthereof, provided, further, that the foregoing restrictions shall not apply to any of the following: (a) any transaction among the Borrower and its Subsidiaries expressly permitted hereunder; (b) reasonable and customary fees paid to current or former members of the board Board of directors Directors (or similar governing body) of Company Borrower and its Subsidiaries; ; (bc) compensation arrangements for current and former officers and other employees of Company Borrower and its Subsidiaries entered into in the ordinary course of business; and and (cd) transactions described (or series of related transactions) that have a value not in Schedule 6.12. Company shall disclose excess of $[***] in writing the aggregate during the term of this Agreement and that are, in the case of each such transaction (or series of related transactions), on terms that are not less favorable to the Borrower or a Subsidiary in any material respect than would be obtainable by the Borrower or such Subsidiary at such time in a comparable arm’s-length transaction with any holder of ten percent (10.0%) or more of any class of Capital Stock of Company or any of its Subsidiaries (a Person other than a Credit Party) an Affiliate (as determined in good faith by the senior management or with any Affiliate the board of Company (other than a Credit Party) or directors of any such holder to Administrative Agentthe Borrower).

Transactions with Shareholders and Affiliates. Except as set forth in Schedule 6.12(i) Company and Borrowers shall not, no Credit Party shall, nor and shall it not permit any of its or their 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 ten percent (10.0%) 5% or more of any class of Capital Stock equity Securities of Company or any of its Subsidiaries (or any Affiliate of such holder) Holdings or with any Affiliate of Company or Holdings or of any such holder; provided, however, on terms that the Credit Parties and their Subsidiaries may enter into or permit to exist any such transaction if both (i) the Administrative Agent has consented thereto in writing prior to the consummation thereof and (ii) the terms of such transaction are not less favorable to Company or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person Persons who is are not such a holder or Affiliate; further, provided, provided that the foregoing restrictions restriction shall not apply to (aA) reasonable any transaction between Company and any of its Subsidiaries or between any of its Subsidiaries, (B) customary fees paid to members of the board Board of directors (or similar governing body) Directors of Company and its Subsidiaries; , (b) compensation arrangements for officers and other employees of Company and its Subsidiaries entered into in the ordinary course of business; and (cC) transactions described in Schedule 6.12. Company shall disclose in writing each transaction with any holder approved by a majority of ten percent (10.0%) the disinterested members of the Board of Directors or more of any class of Capital Stock other similar governing body of Company or the applicable Subsidiary, (D) transactions permitted under subsection 6.5, (E) the payment by Xxxxx Insurance, Ltd. to Holdings of insurance settlement amounts received, consistent with past practices or (F) any transaction between or among Holdings, Company, any Borrower or any other Subsidiary, subject to the restrictions of subsection 6.9(ii) below. (ii) Company and Borrowers shall not, and shall not permit any of its or their Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (other than a Credit Party) including the purchase, sale, lease or with exchange or any Affiliate of Company (other than a Credit Party) property or the rendering of any service) between such holder to Administrative AgentPerson and Holdings that is not consistent generally with past practices.