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 10% 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 transaction between Company and any of its Wholly Owned Subsidiaries or between any of its Wholly Owned Subsidiaries, (ii) reasonable and customary fees paid to members of the Boards of Directors of Company and its Subsidiaries, (iii) transactions with Receivables Entities pursuant to a Permitted Receivables Transaction, (iv) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and other benefit plans, (v) loans or advances to employees, officers, consultants or directors of Company or any Subsidiary, (vi) the payment of fees and indemnities to directors, officers and employees of Company and its Subsidiaries in the ordinary course of business and (vii) any agreements with employees and directors entered into by Company or any of its Subsidiaries in the ordinary course of business.

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 10% or more of any class of equity Securities of Company or with any Affiliate of Company or Holdings on terms, considered together with the terms of any all related and substantially concurrent transactions between such holderCredit Party and such Affiliate of Holdings, on terms that are less favorable to Company such Credit Party or that Subsidiary, as the case may be, than those that might be obtained at the time from Persons a Person who are is not such a holder or Affiliatean Affiliate of Holdings in an arms’ length transaction; provided that provided, the foregoing restriction shall not apply to (ia) any transaction between Company Borrower and any of its Wholly Owned Subsidiaries or between any of its Wholly Owned Subsidiaries, Guarantor; (iib) reasonable and customary fees paid to members of the Boards board of Directors directors (or similar governing body) of Company Holdings and its Subsidiaries, ; (iiic) transactions with Receivables Entities pursuant to a Permitted Receivables Transaction, (iv) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options compensation arrangements for officers and other benefit plans, (v) loans or advances to employees, officers, consultants or directors of Company or any Subsidiary, (vi) the payment of fees and indemnities to directors, officers and employees of Company Holdings and its Subsidiaries in the ordinary course of business and (vii) any agreements with employees and directors entered into by Company or any of its Subsidiaries in the ordinary course of business; (d) transactions as of the Closing Date described in Schedule 6.11 or any amendment thereto to the extent such amendment is not adverse to the Lenders in any material respect and (e) Permitted Project Undertakings and Permitted Equity Commitments. Nothing in the foregoing shall be construed to prohibit the issuance of any Permitted Convertible Bond Indebtedness (or any guarantee thereof), the issuance of any Permitted Exchangeable Bond Indebtedness, or the entry into any Permitted Call Transaction.

Transactions with Shareholders and Affiliates. Company The Parent shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (to the extent such transaction is a reportable event under Item 404 of Regulation S-K) (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 105% or more of any class of equity Securities Equity Interests of Company the Parent or with any Affiliate of Company the Parent or of any such holder, on terms that are less favorable to Company the Issuer 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 transaction between Company the Parent and any of its Wholly Owned direct and indirect wholly-owned Subsidiaries or between any of its Wholly Owned wholly-owned Subsidiaries, (ii) any transaction consummated in connection with a Permitted Reorganization, (iii) reasonable and customary fees paid to members of the Boards Governing Bodies of Directors of Company the Parent and its Subsidiaries, (iii) transactions with Receivables Entities pursuant to a Permitted Receivables Transaction, (iv) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and other benefit plans, (v) loans or advances to employees, officers, consultants or directors of Company or any Subsidiary, (vi) the payment of reasonable legal fees and indemnities to directors, officers and employees of Company and its Subsidiaries expenses incurred by the Existing Stockholders in connection with their investment in the ordinary course of business Obligors and their Subsidiaries, or (viiv) any agreements with employees and directors entered into by Company transaction set forth on Schedule 5.02(h); provided, further that in no event shall the Parent or any of its Subsidiaries pay, at any time, any fees (whether in the ordinary course form of businesscash, equity incentives or otherwise) to any Affiliates for management, consulting or similar services.

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 10% or more of any class of equity Securities Capital Stock of Company Holdings or any of its Subsidiaries or with any Affiliate of Company or of any such holderHoldings, on terms that are less favorable to Company it or that such 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 transaction between Company and any of its Wholly Wholly-Owned Subsidiaries or between any of its Wholly Owned Subsidiaries, Guarantor Subsidiary; (iib) reasonable and customary fees paid to members of the Boards board of Directors directors (or similar governing body) of Holdings and its Subsidiaries; (c) compensation arrangements for officers and other employees of Holdings and its Subsidiaries entered into in the ordinary course of business of Company and its Subsidiaries, ; (iiid) transactions in connection with Receivables Entities the Merger; (e) any Restricted Junior Payment permitted to be paid pursuant to a Permitted Receivables TransactionSection 6.5(c), 6.5(d), or 6.5(e)(i); (ivf) any issuance of securitiesSecurities, or other payments, awards or grants in cash, securities Securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and other benefit plans, stock ownership plans (vincluding the Employee Leverage Program) loans or advances to employees, officers, consultants or approved by the board of directors of Holdings, in each case which are otherwise consistent with this Agreement; (g) sales or issuances of Capital Stock of Holdings to Affiliates of Company approved by the board of directors of Holdings; and (h) sales of inventory or any Subsidiaryother product and arrangements in respect of administrative, (vi) the payment of fees corporate overhead and indemnities to directorsinsurance, officers legal and employees of similar expenses among Company and its Subsidiaries in the ordinary course of business and (vii) any agreements with employees and directors entered into by Company or any of its Subsidiaries in the ordinary course of business.

Transactions with Shareholders and Affiliates. The Company shall will not, and shall will 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 105% or more of any class of equity Securities securities of the Company (including, but not limited to, CB Holdings) or with any Affiliate of the Company or of any such holder, on terms that are less favorable to the Company or that Subsidiary, as the case may be, than those that which 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 transaction between the Company and any of its Wholly Owned Wholly-owned Subsidiaries or between any of its Wholly Owned Wholly-owned Subsidiaries, (ii) reasonable and customary fees paid to members of the Boards Board of Directors of the Company and its Subsidiaries, (iii) transactions with Receivables Entities pursuant to a Permitted Receivables Transaction, (iv) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or transaction between the funding of, employment arrangements, stock options and other benefit plans, (v) loans or advances to employees, officers, consultants or directors of Company or any Subsidiary, (vi) the payment of fees and indemnities to directors, officers and employees of Company and its Subsidiaries in the ordinary course of business and (vii) any agreements with employees and directors entered into by Company or any of its Subsidiaries and any employee of the Company or any of its Subsidiaries that is approved by the Company's Board of Directors (provided, that such approval shall not be required with respect to -------- normal compensation arrangements involving any such employee), (iv) transactions pursuant to written agreements in effect prior to the ordinary course Effective Date which have previously been consented to by the Lender in writing, and (v) the sale, assignment, transfer, lease or other disposition of businessWarehoused Real Property to a partnership in which the Company or a Wholly-owned Subsidiary of the Company is a general or limited partner or another pooled investment vehicle in which the Company or any of its Subsidiaries has an interest or which is managed by the Company or any of its Subsidiaries; and provided, further, that the -------- ------- transactions referred to in clauses (i) through (v) above are otherwise permitted by this 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 including, without limita- tion, the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 105% or more of any class of equity Securities of Company or with BMC or 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 PROVIDED THAT the foregoing restriction shall not apply to (i) any transaction between Company and any of its Wholly Owned wholly-owned Subsidiaries or between any of its Wholly Owned wholly-owned Subsidiaries, (ii) reasonable and customary fees paid to members of the Boards of Directors of Company and its Subsidiaries, (iii) transactions with Receivables Entities reimbursements to BMC pursuant to a Permitted Receivables Transactionthe Administrative Services Agreement, (iv) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options salary and other benefit planscompensation payable by Company to Lxxxxxx X. Xxxxxx, its president, in an amount and on the terms set forth in the existing employment contract with Company, (v) loans allowing a shareholder representation on the Board of Trustees or advances to employees, officers, consultants or directors of Company or any Subsidiary, (vi) a waiver by the payment Board of fees and indemnities to directors, officers and employees Trustees of Company and its Subsidiaries share ownership restrictions in the ordinary course Declaration of business and (vii) any agreements with employees and directors entered into by Company or any of its Subsidiaries in the ordinary course of businessTrust, provided that no such action shall adversely affect Company's status as a REIT.

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 including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 105% 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 transaction between Company and any of its Wholly Owned Subsidiaries or between any of its Wholly Owned Subsidiaries, (ii) reasonable and customary fees paid to members of the Boards boards of Directors directors of Company Holdings and its Subsidiaries, (iii) transactions with Receivables Entities pursuant any payment from Company to a Permitted Receivables TransactionHoldings expressly permitted under subsection 7.5, (iv) any issuance of securitiesfees, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options expenses and other benefit plansamounts payable to the MDC Entities and Dartford on the Closing Date, (v) loans or advances to employees, officers, consultants or directors of Company or any Subsidiarythe Management Fees, (vi) the payment of fees and indemnities to directors, officers and employees of Company and its Subsidiaries in the ordinary course of business and (vii) any agreements with employees and directors employment agreement entered into by Company Holdings or any of its Subsidiaries in the ordinary course of business, and (vii) 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.

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 Securities of Company representing 10% or more of any class the total voting power for the election of equity Securities directors 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 transaction (1) between Company and any of its Wholly Owned Subsidiaries Subsidiaries, or (2) between any of its Wholly Owned Company’s Subsidiaries, (ii) reasonable and customary fees paid to members of the Boards of Directors Governing Bodies of Company and its Subsidiaries, (iii) transactions with Receivables Entities pursuant to a Permitted Receivables Transaction, (iv) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and other benefit plans, (v) loans or advances indemnification payments to employees, officers, consultants officers or directors of Company or any Subsidiary, (vi) the payment of fees and indemnities to directors, officers and employees of Company and its Subsidiaries in to the ordinary course extent required by the applicable Organizational Documents or applicable law, (iv) service agreements, reimbursement of business and (vii) any agreements expenses or compensation arrangements with employees employees, officers and directors of Company and its Subsidiaries entered into by Company or any of its Subsidiaries in the ordinary course of business, (v) transactions pursuant to the agreements set forth on Schedule 7.9 and (vi) transactions otherwise expressly permitted by this Agreement.

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 10% five percent (5%) or more of any class of equity Securities Capital Stock of Company Holdings or any of its Subsidiaries 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 a Person who are is not such a holder or Affiliate; provided provided, that the foregoing restriction shall not apply to (ia) any transaction between Company and any of its Wholly Owned Subsidiaries or between any of its Wholly Owned Subsidiaries, Credit Parties otherwise permitted hereunder; (iib) reasonable and customary fees paid to members of the Boards board of Directors directors (or similar governing body) of Company Holdings and its Subsidiaries, ; (iiic) transactions with Receivables Entities pursuant to a Permitted Receivables Transaction, (iv) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options reasonable compensation arrangements for officers and other benefit plans, (v) loans or advances to employees, officers, consultants or directors of Company or any Subsidiary, (vi) the payment of fees and indemnities to directors, officers and employees of Company Holdings and its Subsidiaries in the ordinary course of business and (vii) any agreements with employees and directors entered into by Company or any of its Subsidiaries in the ordinary course of business; (d) transactions described in Schedule 4.30; and (e) transactions permitted by Section 6.6(b)(ii)(B); provided, further, however, notwithstanding the foregoing, neither Holdings nor any of its Subsidiaries shall pay any management or similar fees, or any other fees or payments, to any Affiliate of Holdings that is not a Credit Party. Holdings shall disclose in writing each transaction with any holder of five percent (5%) or more of any class of Capital Stock of Holdings or any of its Subsidiaries or with any Affiliate of Holdings or of any such holder to Administrative Agent.

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 including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 105% 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 transaction between Company and any of its Wholly Owned Subsidiaries or between any of its Wholly Owned Subsidiaries, (ii) reasonable and customary fees paid to members of the Boards boards of Directors directors of Company Holdings and its Subsidiaries, (iii) transactions with Receivables Entities pursuant any payment from Company to a Permitted Receivables TransactionHoldings expressly permitted under subsection 7.5, (iv) any issuance of securitiesfees, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options expenses and other benefit plansamounts payable to the MDC Entities, Fenway and Dartford on the Effective Date, (v) loans or advances to employees, officers, consultants or directors of Company or any Subsidiarythe Management Fees, (vi) the payment of fees and indemnities to directors, officers and employees of Company and its Subsidiaries in the ordinary course of business and (vii) any agreements with employees and directors employment agreement entered into by Company Holdings or any of its Subsidiaries in the ordinary course of business, and (vii) 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.

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 10% or more of any class of equity Securities Capital Stock of Company Holdings or any of its Subsidiaries 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 a Person who are is not such a holder or Affiliate; provided that PROVIDED, the foregoing restriction shall not apply to (ia) any transaction between Holdings, Company and any of its Wholly Owned Subsidiaries or between any of its Wholly Owned Subsidiaries, Subsidiary; (iib) reasonable and customary fees paid to members of the Boards board of Directors directors (or similar governing body) of Company Holdings and its Subsidiaries, ; (iiic) transactions with Receivables Entities pursuant to a Permitted Receivables Transaction, (iv) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options compensation and management equity arrangements for officers and other benefit plans, (v) loans or advances to employees, officers, consultants or directors of Company or any Subsidiary, (vi) the payment of fees and indemnities to directors, officers and employees of Company Holdings and its Subsidiaries entered into in the ordinary course of business business; (d) management or other fees or expenses paid to Sponsor or any of its Affiliates pursuant to Section 6.5(l); (e) the performance by Holdings and/or Company of their respective obligations under the Related Agreements; (f) payment of Transaction Costs to the extent such payments are made to any holder of 10% or more of any class of Capital Stock of Holdings or any of its Subsidiaries or to any Affiliate of Holdings or of any such holder; and (viig) any agreements with employees and directors entered into sales or purchases by Company or any of its Subsidiaries in of the ordinary course Capital Stock of businessa Subsidiary of Company; PROVIDED, that with respect to such sales, Company designates such Subsidiary a Permitted Partially-Owned Subsidiary, and, with respect to such purchases, such purchases are permitted pursuant to Sections 6.1(p) and 6.5(g).

Transactions with Shareholders and Affiliates. Company Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 105% or more of any class of equity Securities of Company Borrower or with any Affiliate of Company Borrower or of any such holder, on terms that are less favorable to Company Borrower or that Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not such a holder or Affiliate; provided that the foregoing restriction shall not apply to (i) any transaction between Company Borrower and any of its Wholly Owned wholly-owned domestic Subsidiaries which are Guarantors hereunder or between any of its Wholly Owned Subsidiarieswholly-owned domestic Subsidiaries which are Guarantors hereunder, (ii) reasonable and customary fees paid to members of the Boards of Directors of Company Borrower and its Subsidiaries, or (iii) transactions with Receivables Entities pursuant to a Permitted Receivables Transactionthe Trivest Management Agreement, or (iv) any issuance payment to Trivest of securitiesa transaction fee of $1,500,000 in connection with the consummation of this Credit Agreement; provided, that amounts payable under the Trivest Management Agreement shall not be (a) increased from amounts payable under the Trivest Management Agreement as in effect on the Closing Date, or other payments, awards or grants in cash, securities or otherwise pursuant to, or (b) payable upon the funding of, employment arrangements, stock options occurrence and other benefit plans, (v) loans or advances to employees, officers, consultants or directors during the continuation of Company or any Subsidiary, (vi) the payment an Event of fees and indemnities to directors, officers and employees of Company and its Subsidiaries in the ordinary course of business and (vii) any agreements with employees and directors entered into by Company or any of its Subsidiaries in the ordinary course of business.Default under

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 105% or more of any class of equity Securities Capital Stock of Company Holdings or any of its Subsidiaries 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 provided, the foregoing restriction shall not apply apply, subject to each other covenant contained herein, to (ia) any transaction between Company Borrower and any Wholly-Owned Included Domestic Subsidiary of its Wholly Owned Subsidiaries Borrower or between any of its Wholly Borrower's Wholly-Owned Included Domestic Subsidiaries, ; (iib) reasonable and customary fees paid to members of the Boards Board of Directors (or similar governing body) of Company Borrower or Holdings and its their respective Subsidiaries, (iii) transactions with Receivables Entities pursuant to a Permitted Receivables Transaction, (iv) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and other benefit plans, (v) loans or advances to employees, officers, consultants or directors of Company or any Subsidiary, (vic) the payment of fees Management Fees and indemnities to directors, (d) the repurchase of membership interests from former officers and employees directors of Company and its Subsidiaries in Holdings pursuant to the ordinary course of business and (vii) any agreements with employees and directors entered into by Company or any of its Subsidiaries in the ordinary course of businessSecurities Repurchase Agreements.

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 including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 105% 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 transaction between Company and any of its Wholly Wholly- Owned Subsidiaries Subsidiary Guarantors or between any of its Wholly Wholly-Owned SubsidiariesSubsidiary Guarantors, (ii) reasonable and customary fees paid to members of the Boards of Directors Governing Bodies of Company and its Active Subsidiaries, (iii) transactions with Receivables Entities pursuant to any indemnification and contribution agreement in favor of K&C, its Affiliates and each person who becomes a Permitted Receivables Transactiondirector, (iv) any issuance officer, agent or employee of securitiesHoldings, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and other benefit plans, (v) loans or advances to employees, officers, consultants or directors of Company or any Subsidiaryof their respective Subsidiaries, (vi) in respect of liabilities arising out of the payment performance by K&C of fees and indemnities management consulting or financial advisory services provided to directors, officers and employees of Company and its Subsidiaries in the ordinary course of business and (vii) any agreements with employees and directors entered into by Company or any of its Subsidiaries in accordance with the ordinary course Management Agreement, as unamended, and (iv) payments of businessmanagement fees to K&C and reimbursement of expenses of K&C, each in accordance with the Management Agreement, as unamended.

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 10% or more of any class of equity Securities Capital Stock of Company Holdings or any of its Subsidiaries 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 a Person who are is not such a holder or Affiliate; provided that provided, the foregoing restriction shall not apply to (ia) any transaction between Holdings, Company and any of its Wholly Owned Subsidiaries or between any of its Wholly Owned Subsidiaries, Subsidiary; (iib) reasonable and customary fees paid to members of the Boards board of Directors directors (or similar governing body) of Company Holdings and its Subsidiaries, ; (iiic) transactions with Receivables Entities pursuant to a Permitted Receivables Transaction, (iv) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options compensation and management equity arrangements for officers and other benefit plans, (v) loans or advances to employees, officers, consultants or directors of Company or any Subsidiary, (vi) the payment of fees and indemnities to directors, officers and employees of Company Holdings and its Subsidiaries entered into in the ordinary course of business business; (d) payment of Transaction Costs to the extent such payments are made to any holder of 10% or more of any class of Capital Stock of Holdings or any of its Subsidiaries or to any Affiliate of Holdings or of any such holder; and (viie) any agreements with employees and directors entered into sales or purchases by Company or any of its Subsidiaries in of the ordinary course Capital Stock of businessa Subsidiary of Company; provided, that with respect to such sales, Company designates such Subsidiary a Permitted Partially- Owned Subsidiary, and, with respect to such purchases, such purchases are permitted pursuant to Sections 6.1(p) and 6.5(g).

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 including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 105% 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 transaction between Company and any of its Wholly Owned Subsidiaries or between any of its Wholly Owned Subsidiaries, (ii) reasonable and customary fees paid to members of the Boards boards of Directors directors of Company and its Subsidiaries, (iii) transactions with Receivables Entities pursuant [fees, expenses and other amounts payable to a Permitted Receivables Transactionthe MDC Entities, Fenway and Dartford on the Effective Date], (iv) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and other benefit plansManagement Fees, (v) loans or advances to employees, officers, consultants or directors of Company or any Subsidiary, (vi) the payment of fees and indemnities to directors, officers and employees of Company and its Subsidiaries in the ordinary course of business and (vii) any agreements with employees and directors employment agreement entered into by Company or any of its Subsidiaries in the ordinary course of business, and (vi) any issuance of capital stock of Company in connection with employment arrangements, stock options and stock ownership plans of Company or any of its Subsidiaries entered into in the ordinary course of business.

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 including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 105% 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 transaction between Company and any of its Wholly Owned Subsidiaries or between any of its Wholly Owned Subsidiaries, (ii) reasonable and customary fees paid to members of the Boards boards of Directors directors of Company and its Subsidiaries, (iii) transactions with Receivables Entities pursuant fees, expenses and other amounts payable to a Permitted Receivables Transactionthe MDC Entities, Fenway, Dartford, UBS, Tiger and CALPERS on the Existing Effective Date, (iv) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and other benefit plansManagement Fees, (v) loans or advances to employees, officers, consultants or directors of Company or any Subsidiary, (vi) the payment of fees and indemnities to directors, officers and employees of Company and its Subsidiaries in the ordinary course of business and (vii) any agreements with employees and directors employment agreement entered into by Company or any of its Subsidiaries in the ordinary course of business, (vi) amounts paid under the Dartford Expense Agreement, and (vii) any issuance of capital stock of Company in connection with employment arrangements, stock options and stock ownership plans of Company or any of its Subsidiaries entered into in the ordinary course of business.

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 10% or more of any class of equity Securities Capital Stock of Company Holdings or any of its Subsidiaries 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 a Person who are is not such a holder or Affiliate; provided that provided, the foregoing restriction shall not apply to (ia) any transaction between Holdings, Company and any of its Wholly Owned Subsidiaries or between any of its Wholly Owned Subsidiaries, Subsidiary; (iib) reasonable and customary fees paid to members of the Boards board of Directors directors (or similar governing body) of Company Holdings and its Subsidiaries, ; (iiic) transactions with Receivables Entities pursuant to a Permitted Receivables Transaction, (iv) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options compensation and management equity arrangements for officers and other benefit plans, (v) loans or advances to employees, officers, consultants or directors of Company or any Subsidiary, (vi) the payment of fees and indemnities to directors, officers and employees of Company Holdings and its Subsidiaries entered into in the ordinary course of business business; (d) payment of Transaction Costs to the extent such payments are made to any holder of 10% or more of any class of Capital Stock of Holdings or any of its Subsidiaries or to any Affiliate of Holdings or of any such holder; and (viie) any agreements with employees and directors entered into sales or purchases by Company or any of its Subsidiaries in of the ordinary course Capital Stock of businessa Subsidiary of Company; provided, that with respect to such sales, Company designates such Subsidiary a Permitted Partially-Owned Subsidiary, and, with respect to such purchases, such purchases are permitted pursuant to Sections 6.1(p) and 6.5(g).

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 including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 105% 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 transaction between Company and any of its Wholly Owned Subsidiaries or between any of its Wholly Owned Subsidiaries, (ii) reasonable and customary fees paid to members of the Boards boards of Directors directors of Company and its Subsidiaries, (iii) transactions with Receivables Entities pursuant fees, expenses and other amounts payable to a Permitted Receivables Transactionthe MDC Entities, Fenway, Dartford, UBS, Tiger and CALPERS on July 1, 1998, (iv) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and other benefit plansManagement Fees, (v) loans or advances to employees, officers, consultants or directors of Company or any Subsidiary, (vi) the payment of fees and indemnities to directors, officers and employees of Company and its Subsidiaries in the ordinary course of business and (vii) any agreements with employees and directors employment agreement entered into by Company or any of its Subsidiaries in the ordinary course of business, (vi) amounts paid under the Dartford Expense Agreement, and (vii) any issuance of capital stock of Company in connection with employment arrangements, stock options and stock ownership plans of Company or any of its Subsidiaries entered into in the ordinary course of business.

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 10% or more of any class of equity Securities Capital Stock of Company Holdings or any of its Subsidiaries 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 a Person who are is not such a holder or Affiliate; provided that provided, the foregoing restriction shall not apply to (ia) any transaction between Holdings, Company and any of its Wholly Owned Subsidiaries or between any of its Wholly Owned Subsidiaries, Subsidiary; (iib) reasonable and customary fees paid to members of the Boards board of Directors directors (or similar governing body) of Company Holdings and its Subsidiaries, ; (iiic) transactions with Receivables Entities pursuant to a Permitted Receivables Transaction, (iv) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options compensation and management equity arrangements for officers and other benefit plans, (v) loans or advances to employees, officers, consultants or directors of Company or any Subsidiary, (vi) the payment of fees and indemnities to directors, officers and employees of Company Holdings and its Subsidiaries entered into in the ordinary course of business business; (d) management or other fees or expenses paid to Sponsor or any of its Affiliates pursuant to Section 6.5(l); (e) the performance by Holdings and/or Company of their respective obligations under the Related Agreements; (f) payment of Transaction Costs to the extent such payments are made to any holder of 10% or more of any class of Capital Stock of Holdings or any of its Subsidiaries or to any Affiliate of Holdings or of any such holder; and (viig) any agreements with employees and directors entered into sales or purchases by Company or any of its Subsidiaries in of the ordinary course Capital Stock of businessa Subsidiary of Company; provided, that with respect to such sales, Company designates such Subsidiary a Permitted Partially-Owned Subsidiary, and, with respect to such purchases, such purchases are permitted pursuant to Sections 6.1(p) and 6.5(g).

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 10% or more of any class of equity Securities Capital Stock of Company Holdings or any of its Subsidiaries 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 a Person who are is not such a holder or Affiliate; provided that PROVIDED, the foregoing restriction shall not apply to (ia) any transaction between Holdings, Company and any of its Wholly Owned Subsidiaries or between any of its Wholly Owned Subsidiaries, Subsidiary; (iib) reasonable and customary fees paid to members of the Boards board of Directors directors (or similar governing body) of Company Holdings and its Subsidiaries, ; (iiic) transactions with Receivables Entities pursuant to a Permitted Receivables Transaction, (iv) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options compensation and management equity arrangements for officers and other benefit plans, (v) loans or advances to employees, officers, consultants or directors of Company or any Subsidiary, (vi) the payment of fees and indemnities to directors, officers and employees of Company Holdings and its Subsidiaries entered into in the ordinary course of business business; (d) payment of Transaction Costs to the extent such payments are made to any holder of 10% or more of any class of Capital Stock of Holdings or any of its Subsidiaries or to any Affiliate of Holdings or of any such holder; and (viie) any agreements with employees and directors entered into sales or purchases by Company or any of its Subsidiaries in of the ordinary course Capital Stock of businessa Subsidiary of Company; PROVIDED, that with respect to such sales, Company designates such Subsidiary a Permitted Partially-Owned Subsidiary, and, with respect to such purchases, such purchases are permitted pursuant to Sections 6.1(p) and 6.5(g).

Transactions with Shareholders and Affiliates. Company Holdings and Borrowers shall not, and shall not permit any of its their respective 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 105% 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 transaction between Company Holding and any of its Wholly Wholly-Owned Subsidiaries or between any of its Wholly Wholly-Owned Subsidiaries, ; (ii) reasonable fees and customary fees other compensation paid to members of the Boards Governing Bodies of Directors of Company Holding and its Subsidiaries, ; (iii) transactions with Receivables Entities pursuant to a Permitted Receivables Transaction, the Reorganization Documents consummated or entered into on or prior to the Closing Date or pursuant to the Ancillary Agreements (as defined in the Reorganization Agreement); (iv) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options held by AT&T or one of its Affiliates as of the Closing Date and other benefit plans, as further described on Schedule 7.9; (v) loans registration rights held by AT&T or advances to employees, officers, consultants or directors one of Company or any Subsidiary, its Affiliates as of the Closing Date and as further described on Schedule 7.9; and (vi) the payment of fees and indemnities to directors, officers and employees of Company transactions with Nortel Networks and its Subsidiaries Affiliates and AT&T entered into in the ordinary course of business of Holdings and (vii) any agreements with employees and directors entered into by Company or any of its Subsidiaries in the ordinary course of businessSubsidiaries.

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 including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 105% 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 transaction between Company and any of its Wholly Owned Subsidiaries or between any of its Wholly Owned Subsidiaries, (ii) reasonable and customary fees paid to members of the Boards boards of Directors directors of Company and its Subsidiaries, (iii) transactions with Receivables Entities pursuant fees, expenses and other amounts payable to a Permitted Receivables Transactionthe MDC Entities, Fenway, Dartford, UBS, Tiger and CALPERS on the Effective Date, (iv) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and other benefit plansManagement Fees, (v) loans or advances to employees, officers, consultants or directors of Company or any Subsidiary, (vi) the payment of fees and indemnities to directors, officers and employees of Company and its Subsidiaries in the ordinary course of business and (vii) any agreements with employees and directors employment agreement entered into by Company or any of its Subsidiaries in the ordinary course of business, (vi) amounts paid under the Dartford Expense Agreement, and (vii) any issuance of capital stock of Company in connection with employment arrangements, stock options and stock ownership plans of Company or any of its Subsidiaries entered into in the ordinary course of business.

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 105% 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 transaction between Company and any of its Wholly Owned Restricted Subsidiaries or between any of its Wholly Owned Restricted Subsidiaries, (iiB) reasonable and customary fees and compensation paid to officers and members of the Boards Board of Directors of Company and its Restricted Subsidiaries, (iii) transactions with Receivables Entities pursuant to a Permitted Receivables Transaction, (iv) any issuance and customary indemnities provided on behalf of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and other benefit plans, (v) loans or advances to employees, officers, consultants or directors of Company or any Subsidiary, (vi) the payment of fees and indemnities to directors, officers and employees or consultants of Company and its Subsidiaries in the ordinary course of business and (vii) any agreements with employees and directors entered into by Company or any of its Restricted Subsidiaries in (C) transactions approved by a majority of the ordinary course disinterested members of businessthe Board of Directors or other similar governing body of Company or the applicable Restricted Subsidiary, (D) transactions permitted under subsections 6.3, 6.5 and 6.7, (E) the payment by Xxxxx Insurance, Ltd. to Holdings of insurance settlement amounts received, and (F) any transaction between or among Holdings, Company, any Borrower or any other Restricted Subsidiary, subject to the restrictions of subsection 6.9(ii) below.

Transactions with Shareholders and Affiliates. Neither Intermediate Holdings nor any Company 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 105% or more of any class of equity Securities Capital Stock of Company Intermediate Holdings or any of its Subsidiaries (or any Affiliate of such holder) or with any Affiliate of Company Intermediate Holdings or of any such holderholder (each, on an “Affiliate Transaction”); provided, however, that Intermediate Holdings, any Company and their respective Subsidiaries may enter into or permit to exist any such transaction if the terms that of such transaction are not less favorable to Company Intermediate Holdings or that such 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 further, provided, the foregoing restriction restrictions shall not apply to (ia) any transaction between a Company and any of its Wholly Owned Subsidiaries or between any of its Wholly Owned Subsidiaries, Guarantor Subsidiary; (iib) reasonable and customary fees paid to members of the Boards board of Directors directors (or similar governing body) of Company Intermediate Holdings and its Subsidiaries, ; (iiic) transactions with Receivables Entities pursuant to a Permitted Receivables Transaction, (iv) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options compensation arrangements for officers and other benefit plans, (v) loans or advances to employees, officers, consultants or directors of Company or any Subsidiary, (vi) the payment of fees and indemnities to directors, officers and employees of Company Intermediate Holdings and its Subsidiaries in the ordinary course of business and (vii) any agreements with employees and directors entered into by Company or any of its Subsidiaries in the ordinary course of business; and (d) transactions described in Schedule 6.12.

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 the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 105% 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 transaction between Company and any of its Wholly Owned wholly-owned Subsidiaries or between any of its Wholly Owned wholly-owned Subsidiaries, (ii) reasonable and customary fees paid to independent members of the Boards Governing Bodies of Directors of Company Holdings and its Subsidiaries, (iii) transactions with Receivables Entities pursuant to a Permitted Receivables Transactionemployment agreements in the ordinary course, (iv) any issuance payments of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or fees to Sponsors and their Affiliates on the funding of, employment arrangements, stock options Restatement Date and other benefit plans, (v) loans or advances reimbursement of expenses to employees, officers, consultants or directors of Company or any SubsidiarySponsors on the Restatement Date, (vi) reimbursement of reasonable out-of-pocket expenses of Sponsors incurred in connection with the payment Business of fees and indemnities to directors, officers and employees of Company Holdings and its Subsidiaries in the ordinary course of business and Subsidiaries, (vii) any agreements with employees reimbursement of Transaction Costs, (viii) distributions to Holdings to permit Holdings to repurchase its Capital Stock as permitted by subsection 7.3(ix) and directors entered into by Company subsection 7.4(ii), or any of its Subsidiaries in the ordinary course of business(ix) transactions set forth on Schedule 7.7 annexed hereto.

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 105% 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 transaction between Company and any of its Wholly Owned wholly-owned Subsidiaries or between any of its Wholly Owned wholly-owned Subsidiaries, (ii) reasonable and customary fees and customary indemnities and reimbursements paid to members of the Boards of Directors of Company Governing Bodies, and its Subsidiaries, (iii) transactions with Receivables Entities pursuant customary indemnities and reimbursements paid to a Permitted Receivables Transaction, (iv) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and other benefit plans, (v) loans or advances to employees, officers, consultants or directors of Company or any Subsidiaryemployees and consultants, (vi) the payment of fees and indemnities to directors, officers and employees of Company and its Subsidiaries in or (iii) subject to the ordinary course terms of business and (vii) the Subordination Agreement, any transaction under or contemplated by the documents, instruments or agreements with employees and directors entered into by Company governing or any of its Subsidiaries in evidencing the ordinary course of businessSubordinated Indebtedness.