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 shall not, and shall not Enter into or permit any of its Subsidiaries toto exist, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease lease, or exchange of any property Asset or the rendering of any service) with any holder of 5% or more of any class of equity Securities interests of Company the Borrower or any of its Subsidiaries or Affiliates, or with any Affiliate of Company the Borrower or of any such holder, in each case other than a Loan Party, on terms taken as a whole that are less favorable to Company or that Subsidiary, as the case may be, Borrower than those terms that might be obtained at the time from Persons who are not such a holder holder, Subsidiary, or Affiliate; provided that the foregoing restriction shall , or if such transaction is 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 one in which terms could be obtained from such salary and fee arrangements are entered into at arms' length and other Person on terms that are no less favorable not negotiated in good faith on an arm’s length basis, and prior to Company the Borrower or any of its Subsidiaries engaging in any such transaction described in this Section 6.7, other than transactions in de minimis amounts, the Borrower shall determine that Subsidiarysuch transaction has been negotiated in good faith and on an arm’s length basis; provided, as however, that the case may be, than those that would have been obtained at the relevant time from Persons who are foregoing shall not such a holder or Affiliateprohibit (a) Debt permitted under Section 6.1, (iiib) reasonable Permitted Investments, (c) the execution, delivery and customary indemnifications and insurance arrangements for the benefit of Persons that are officers or members performance of the Governing Bodies of Company and its Subsidiaries on or after agreements evidencing the Closing Date, whether such Persons are current or former officers or members at obligation to pay 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 AffiliateManagement Fees, (ivd) transactions contemplated by the Employment Agreements agreements set forth on Schedule 6.7 effected in effect on connection with 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 AffiliateIPO, (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, (vie) transactions occurring on in the Closing Date and described on Schedule 6.8 annexed hereto, (vii) services rendered by certain Subsidiaries for the benefit of other Subsidiaries ordinary course pursuant to the terms of a Benefit Plan, (f) any investment in a Co-Invest Entity or (g) transactions involving the intercompany service agreements described on Schedule 6.8 annexed heretouse, transfer, or other disposition of any Assets, to the extent that (i) the Distribution by the Borrower of such Assets would not have violated this Agreement and (viiiii) the payment such use, transfer, or other disposition would not otherwise result in an Event of reasonable legal fees and expenses incurred by law firms in which Directors Default or an Unmatured Event of Company are affiliated for services rendered to Company and its SubsidiariesDefault.

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 510% or more of any class of equity Securities Capital Stock of Company Parent Borrower or any of its Subsidiaries (other than Lender and its affiliates) or with any Affiliate of Company Parent Borrower or of any such holder; provided that, on the Credit Parties and their Subsidiaries may enter into or permit to exist any such transaction if (i) in respect of any transaction involving aggregate annual revenues or aggregate annual expenses (whichever is greater) in excess of $1,000,000, the Requisite Lenders have consented to such transaction and (ii) the terms that of such transaction are not less favorable to Company Parent Borrower 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 Affiliate; provided provided, further, that the foregoing restriction restrictions shall not apply to (ia) any Indebtedness transaction between Parent Borrower and any Guarantor Subsidiary (other than RLJ Australia); (b) to the extent permitted under subsection 6.1 among Company by Section 6.4(a)(ii), reasonable and customary fees paid to members of the board of directors (or similar governing body) of Parent Borrower and its Subsidiaries; (c) compensation arrangements for officers and other employees of Parent Borrower 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 in the ordinary course of business; (d) ordinary course trade payables of Parent Borrower and/or its Subsidiaries that are no less favorable held by Affiliates of Parent Borrower from time to Company time; (e) to the extent permitted pursuant to Section 6.4(a), in an aggregate amount not to exceed $350,000 in any Fiscal Year to pay the salaries, fees and expenses of Parent Borrower; (f) transactions described in Schedule 6.11 and (g) transactions with AMC; provided that, in addition to the foregoing, any transaction (including any Permitted Service Agreement) between Parent Borrower or that Subsidiaryany Subsidiary of Parent Borrower, 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 Dateone hand, and any ACL Group member, on the other employment agreements or benefits arrangements hand, shall only be entered into on pursuant to a written agreement, which agreement shall be delivered to Administrative Agent prior to the effectiveness thereof. Parent Borrower shall disclose in writing each transaction with any holder of 5% or after the Closing Date by Company and more of any class of Capital Stock of Parent Borrower (other than AMC, if applicable) or any of its Subsidiaries or with employees at arms' length and on terms that are no less favorable any Affiliate of Parent Borrower or of any such holder 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 Administrative Agent 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 SubsidiariesLenders.

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. (i) Company and Borrowers shall not, and shall not permit any of its or their 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 Holdings or with any Affiliate of Company or Holdings or of any such holder, on terms that are less favorable to Company or that Restricted 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 (iA) any Indebtedness permitted under subsection 6.1 among transaction between Company and any of its Restricted Subsidiaries or among Subsidiaries between any of Companyits Restricted Subsidiaries, (iiB) reasonable customary fees and customary salaries and fees compensation paid to current officers and members of the Governing Bodies Board of Directors of Company and its Restricted Subsidiaries, and customary indemnities provided that such salary and fee arrangements are entered into at arms' length and on terms that are no less favorable to behalf of officers, directors, employees or consultants of the 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 Affiliateany of its Restricted Subsidiaries, (iiiC) reasonable and customary indemnifications and insurance arrangements for transactions approved by a majority of the benefit of Persons that are officers or disinterested members of the Governing Bodies Board of Directors or other similar governing body 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 applicable Restricted Subsidiary, as the case may be(D) transactions permitted under Sections 8.3, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate8.5 and 8.7, (ivE) the Employment Agreements in effect on payment by Xxxxx Insurance, Ltd. to Holdings of insurance settlement amounts received, (F) any transaction between or among Holdings, Company, any Borrower or any other Restricted Subsidiary, subject to the Closing Daterestrictions of Section 8.9(ii) below, and (G) 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 existence on the Closing Date and described disclosed in the Form 10-K or the Form 10-Q or otherwise set forth on Schedule 6.8 annexed hereto8.9 hereto (as such agreements may be amended, (vii) services rendered by certain modified, restated, renewed, supplemented, refunded, replaced, refinanced or otherwise continued in effect, in all cases, on terms no less favorable to such Borrower or such Restricted Subsidiaries for than on the benefit date 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 Subsidiariesthis Agreement).

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 entered into in the ordinary course of business; (d) payments (and other transactions) (i) made in accordance with the terms of the Holding Tax Sharing Agreement, and the Corporate Services Reimbursement Agreement or among Subsidiaries of Company, (ii) reasonable otherwise expressly permitted under this Section 6; (e) the Transactions and customary salaries the transactions described in Schedule 6.10; 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, (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 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 SubsidiariesAffiliates.

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 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 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 material 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, Borrower 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 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 transaction between Borrower and any Guarantor; (b) customary fees paid to members of the board of directors (or similar governing body) of Borrower and its Subsidiaries; (c) compensation arrangements for officers and other employees of Borrower and its Subsidiaries entered into in the ordinary course of business; (d) transactions described in Schedule 6.11; (e) the payment of transaction expenses in connection with this Agreement; and (f) entering into, making payments pursuant to and otherwise performing an indemnification and contribution agreement in favor of any Person and each Person who is or among Subsidiaries becomes a director, officer, agent or employee of Companythe Borrower or any of its Subsidiaries, in respect of liabilities (i) arising under the Securities Act, the Exchange Act and any other applicable securities laws or otherwise, in connection with any offering of securities by Borrower, (ii) reasonable and customary salaries and fees paid incurred to current officers and members third parties for any action or failure to act of the Governing Bodies Borrower or any 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 predecessors 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 Affiliatesuccessors, (iii) reasonable and customary indemnifications and insurance arrangements for the benefit of Persons that are officers or members arising out of the Governing Bodies fact that any indemnitee was or is a director, officer, agent or employee of Company and the Borrower or any of its Subsidiaries on Subsidiaries, or after the Closing Date, whether such Persons are current is or former officers or members was serving at the time request of any such indemnifications corporation as a director, officer, employee or arrangements are entered intoagent of another corporation, provided that such indemnifications and arrangements are entered into at arms' length and on terms that are no less favorable to Company partnership, joint venture, trust 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 enterprise or Affiliate, (iv) to the Employment Agreements in effect on the Closing Datefullest extent permitted by Delaware or other applicable state law, and arising out of any other employment agreements breach or benefits arrangements entered into on alleged breach by such indemnitee of his 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 her fiduciary duty as a director 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 officer 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 Borrower or any 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. (i) Company and Borrowers shall not, and shall not permit any of its or their 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 holderHoldings, on terms (taken as a whole) that are less favorable to Company or that Restricted 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 (iA) any Indebtedness permitted under subsection 6.1 among transaction between Company and any of its Restricted Subsidiaries or among Subsidiaries between any of Companyits Restricted Subsidiaries, (iiB) reasonable customary fees and customary salaries and fees compensation paid to current officers and members of the Governing Bodies Board of Directors of Company and its Restricted Subsidiaries, and customary indemnities provided that such salary and fee arrangements are entered into at arms' length and on terms that are no less favorable to behalf of officers, directors, employees or consultants of 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 Affiliateany of its Restricted Subsidiaries, (iiiC) reasonable and customary indemnifications and insurance arrangements for transactions approved by a majority of the benefit of Persons that are officers or disinterested members of the Governing Bodies Board of Directors or other similar governing body 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 applicable Restricted Subsidiary, as the case may be(D) transactions permitted under Sections 8.3, than those that would have been obtained at the relevant time from Persons who are not such a holder or Affiliate8.5 and 8.7, (ivE) the Employment Agreements in effect on payment by Xxxxx Insurance, Ltd. to Holdings of insurance settlement amounts received, (F) any transaction between or among Holdings, Company, any Borrower or any other Restricted Subsidiary, subject to the Closing Daterestrictions of Section 8.9(ii) below, and (G) 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 existence on the Closing Date and described disclosed in the Form 10-K for the period ended December 31, 2017, or the Form 10-Q for the period ended March 31, 2018, or otherwise set forth on Schedule 6.8 annexed hereto8.9 hereto (as such agreements may be amended, (vii) services rendered by certain modified, restated, renewed, supplemented, refunded, replaced, refinanced or otherwise continued in effect, in all cases, on terms no less favorable to such Borrower or such Restricted Subsidiaries for than on the benefit date 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 Subsidiariesthis 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, (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, each of the Co-Syndication Agents 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 fees and fees reimbursement of expenses 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 transactions contemplated by this Agreement 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 Related Agreements 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 occur on or after the Closing Date by Company (including, without limitation, payment of principal and its Subsidiaries with employees at arms' length interest on the UK Loan Notes and on terms that are no less favorable consummation of the Put/Call Agreements), (iv) indemnification payments to Company officers 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 Affiliatedirectors of Loan Parties, (v) payments (and other transactions) made in accordance with the terms or loans to employees which are approved by a majority of the Management Services and Reimbursement AgreementGoverning Body of Company or are made pursuant to agreements, arrangements or plans 110 approved by a majority of the Tax Sharing Agreement and the other Related AgreementsGoverning Body of Company, (vi) transactions occurring on any transaction as in effect as of the Closing Date date hereof and described set forth on Schedule 6.8 annexed hereto7.9, (vii) services rendered by certain Subsidiaries for the benefit employment agreements of other Subsidiaries pursuant to the terms senior management of Company as in effect as of the intercompany service agreements described on Schedule 6.8 annexed hereto, date hereof or otherwise approved by the Governing Body of Company and (viii) the payment of reasonable legal fees and expenses incurred any Restricted Junior Payment permitted by law firms in which Directors of Company are affiliated for services rendered to Company and its Subsidiariessubsection 7.5.

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 (as defined in the Existing Credit Agreement), (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, (x) any payment by Holdings or any of its Subsidiaries of Xxxx Management Fees under the Xxxx Advisory Services Agreement as and when due, 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 (y) any prepayment by Holdings of the Xxxx Management Fees owing to Xxxx over the term of the Xxxx Advisory Services Agreement to the extent permitted by subsection 7.5(vii)(y) 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. Company shall not, and shall not permit Neither the Borrower nor any of its Subsidiaries to, shall directly or indirectly, 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 or holders of more than five percent (5% or more %) of any class of equity Securities of Company the Borrower or the Parent, or with any Affiliate of Company or of any such holderthe Borrower which is not its Subsidiary, on terms that are less favorable to Company the Borrower or that Subsidiaryany of its Subsidiaries, as the case may beapplicable, than those that might be obtained in an arm's length transaction at the time from Persons who are not such a holder or Affiliate; provided that the foregoing restriction . Nothing contained in this SECTION 8.08 shall not apply to prohibit (i) any Indebtedness transaction expressly permitted under subsection 6.1 among Company and its Subsidiaries by SECTIONS 8.01, 8.05 or among Subsidiaries of Company, 8.06; (ii) reasonable increases in compensation and customary salaries and fees paid to current benefits for officers and members employees of the Governing Bodies Borrower or any of Company its Subsidiaries which are customary in the industry or consistent with the past business practice of the Borrower or such Subsidiary, PROVIDED, that no Event of Default or Potential Event of Default has occurred and is continuing; (iii) payment of customary directors' fees and indemnities; (iv) performance of any obligations arising under the Transaction Documents; or (v) transactions between the Borrower and the Parent or the Borrower and any of 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 Event of Default 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 Potential Event 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 SubsidiariesDefault results therefrom.

Transactions with Shareholders and Affiliates. Company No Loan 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 Affiliate of any class of equity Securities of Company or with any Affiliate of Company Borrower or of any such holderholder (other than with a Loan Party), unless such transaction is on terms that are 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 Persons a Person who are is not such a holder or Affiliate; provided that the foregoing restriction shall not apply to (ia) any Indebtedness permitted under subsection 6.1 among Company the payment by Lead Borrower, and its Subsidiaries or among Subsidiaries of Company, (ii) reasonable and customary salaries fees to members of 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 fees paid the payment and provision of reasonable compensation and benefits (including, without limitation, permitted incentive stock plans) to current officers; (c) compensation arrangements for officers and members other employees 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 Lead Borrower 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 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, ordinary course of business; (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 (viiid) the payment of management fees to the extent otherwise permitted hereunder; (e) reasonable legal fees and expenses commercially appropriate marketing incentives or promotional activities , (f) Restricted Junior Payments permitted by Section 6.03; and (g) Permitted Reorganizations, Investments made by any Loan Party or one of its Subsidiaries in or to another Loan Party or its Subsidiaries, in each case, as permitted by Section 6.05 and Indebtedness incurred by law firms in which Directors of Company are affiliated for services rendered any Loan Party or its Subsidiaries to Company and another Loan Party or its Subsidiaries, in each case, as permitted by Section 6.01.

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.

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 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 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 Holdings 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 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 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) 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 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, (viix) 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 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) any payment from Borrower to Holdings expressly permitted under subsection 7.5, (iii) any employment agreement entered into by Holdings or any of its Subsidiaries in the ordinary course of business, (iv) any issuance of capital stock of Holdings 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, (v) any of the Recapitalization Transactions (as defined in the 1998 Credit Agreement) or the Transaction, (vi) reasonable and customary salaries and fees paid to current officers and members of the Governing Bodies Boards of Company Directors of Holdings and its Subsidiaries, (vii) 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, (x) any payment by Holdings or any of its Subsidiaries of Bain Management Fees under the Bain Advisory Services Agreement as anx xxen due, provided that if any sucx xxes cannot be paid as provided above as a result of the existence of such salary an Event of Default, such fees shall continue to accrue and fee arrangements are entered into shall be permitted to be paid at arms' length and on terms that are no less favorable to Company or that Subsidiary, such time as the case may be, than those that would all such Events of Default have been obtained at the relevant time from Persons who are not such a holder cured or Affiliate, waived and no other Event of Default is then in existence and (iiiy) reasonable and customary indemnifications and insurance arrangements for the benefit of Persons that are officers or members any prepayment by Holdings of the Governing Bodies Bain Management Fees owing to Bain over the term of Company the Bain Advisory Xxxvices Agreement to the extxxx permitted by subsectiox 0.5(vii)(y) and (viii) (x) the reimbursement of Bain for its reasonable out-of-pocket expenses under the Bain Advisorx Xxrvices Agreement incurred in connection with performixx xanagement services to 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 Affiliate, (ivy) the Employment Agreements payment to Bain and related Persons of reasonable amounts payable to them in effect on resxxxx of Indemnified Liabilities (as such term is defined in 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, (vBain Advisory Services Agreement) payments (and other transactions) made in accordance with the terms and coxxxxions of the Management Bain Advisory 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 except to the terms extent resulting from xxx gross negligence 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 SubsidiariesBain.

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, (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 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 of reasonable legal fees and expenses incurred by law firms in which Directors Governing Body of Company or are affiliated for services rendered 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 set forth on Schedule 7.9, (xi) employment agreements of senior management of Company 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 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 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. Company No Note 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 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, on however, that the Note Parties and their Subsidiaries may enter into or permit to exist any such transaction if both (i) Requisite Purchasers have consented thereto in writing prior to the consummation thereof and (ii) the terms that 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 Persons a Person who are is not such a holder or Affiliate; provided further; provided, that the foregoing restriction restrictions shall not apply to (ia) any Indebtedness permitted under subsection 6.1 transaction among Company and its Subsidiaries any Wholly-Owned Guarantor Subsidiary or among Subsidiaries any of Company, them; (iib) reasonable and customary salaries and fees paid to current officers and members of the Governing Bodies Board of Directors of Company and or any of 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 officers and other employees of Company or any of its Subsidiaries entered into in the benefit ordinary course of Persons that are officers or members business; (d) transactions described in Schedule 6.12; (e) the issuance of the Governing Bodies Warrants and the exercise of any and all related rights by the Warrant Holder in connection therewith; and (f) any transaction under the Managed Company and its Subsidiaries on or after Documents, to the Closing Date, whether such Persons are current or former officers or members at the time such indemnifications or arrangements are entered into, provided extent 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 Requisite Purchasers approved the terms of the Management Services such Managed Company Documents 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 such Managed Company Documents are consistent with past practices of the intercompany service agreements described on Schedule 6.8 annexed hereto, and (viii) the payment Note Parties. Company shall disclose in writing each transaction with any holder of reasonable legal fees and expenses incurred by law firms in which Directors 5% or more of any class of Capital Stock of Company are affiliated for services rendered or any of its Subsidiaries or with any Affiliate of Company or of any such holder to Company and its SubsidiariesPurchasers.

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").