Common use of Transactions with Shareholders and Affiliates Clause in Contracts

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Borrower on terms that are less favorable to the Borrower or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; provided that the foregoing restriction shall not apply to (i) any transaction between or among the Borrower and any Guarantor; (ii) reasonable and customary fees paid to members of the Board of Directors of the Borrower and its Subsidiaries; (iii) (a) reasonable and customary director, officer and employee compensation (including bonuses) and other benefits (including retirement, health, stock option and other benefit plans) and indemnification arrangements and (b) reasonable incentive bonuses payable to officers and employees in connection with dispositions of assets of the Borrower or its Subsidiaries, in each case approved by the Board of Directors of the Borrower; (iv) a Permitted Holdco Transaction; (v) transactions or agreements between the Borrower and/or its Subsidiaries and Spinco and/or its Subsidiaries in contemplation of or to effect the Spin-Off and in connection with the Pick Rights; (vi) transfer pricing payments by the Borrower or any of its Subsidiaries to one another in the ordinary course of business and consistent with past practices or pursuant to any applicable requirements of Law; (vii) transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and otherwise not prohibited by the Credit Documents; (viii) sales of the capital stock of the Borrower to Affiliates of the Borrower not otherwise prohibited by the Credit Documents and the granting of registration and other customary rights in connection therewith; (ix) any transaction with an Affiliate where the only consideration paid by any Credit Party is the capital stock of the Borrower; (x) Restricted Payments permitted by Section 6.3; and (xi) Investments permitted by Section 6.4 (a), (g) and (n), in the case of clause (n) of Section 6.4, solely with respect to Investments in non-Guarantor Subsidiaries.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it 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 interests of Borrower or any of its Subsidiaries or Affiliates, or with any Affiliate of the Borrower or of any such holder, if such transaction is (a) on terms that are less favorable to the Borrower or that Subsidiary, as the case may be, than those terms that might be obtained at the time from a Person Persons who is are not such a holder holder, Subsidiary, or Affiliate; provided that the foregoing restriction shall , or (b) not apply to negotiated in good faith on an arm’s length basis, in each case, other than: (i) any transaction between or among subject to the Borrower Management Fee Subordination Agreement, the execution, delivery and any Guarantor; (ii) reasonable and customary fees paid to members performance of the Board of Directors of agreements evidencing the Borrower and its Subsidiaries; (iii) (a) reasonable and customary director, officer and employee compensation (including bonuses) and other benefits (including retirement, health, stock option and other benefit plans) and indemnification arrangements and (b) reasonable incentive bonuses payable to officers and employees in connection with dispositions of assets of the Borrower or its Subsidiaries, in each case approved by the Board of Directors of the Borrower; (iv) a Permitted Holdco Transaction; (v) transactions or agreements between the Borrower and/or its Subsidiaries and Spinco and/or its Subsidiaries in contemplation of or to effect the Spin-Off and in connection with the Pick Rights; (vi) transfer pricing payments by the Borrower or any of its Subsidiaries to one another in the ordinary course of business and consistent with past practices or pursuant to any applicable requirements of Law; (vii) transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and otherwise not prohibited by the Credit Documents; (viii) sales of the capital stock obligation of the Borrower to Affiliates pay management fees to the Adviser, (ii) the obligation of Borrower to reimburse the Adviser or any Affiliate of the Adviser for any fees or expenses, (iii) [reserved], (iv) obligations of any Subsidiary of Borrower not otherwise prohibited under such Subsidiary’s Governing Documents, (v) discounts, reductions or forgiveness of any obligation of any Investor to reimburse or pay Borrower for management fees payable by Borrower to the Adviser (including reimbursement of any Investor for any management fees paid by such Investor), or (vi) transactions expressly permitted by this Agreement (including, any sale of assets by the Credit Documents and the granting of registration and other customary rights Borrower to a Subsidiary in connection therewith; (ix) with any transaction with an Affiliate where the only consideration paid by any Credit Party is the capital stock financing of the Borrower; (x) Restricted Payments permitted by Section 6.3; and (xi) Investments permitted by Section 6.4 (a), (g) and (nsuch asset), in the case of clause each of clauses (ni) of Section 6.4through (vi), solely such transactions shall be on terms and conditions consistent with past practices. Other than with respect to Investments immaterial transactions, and transactions described in non-Guarantor Subsidiariesclauses (i) through (vi) of this Section 6.7, prior to Borrower engaging in any such transaction permitted by this Section 6.7, the board of directors of Borrower shall determine that such transaction has been negotiated in good faith and on an arm’s length basis.

Transactions with Shareholders and Affiliates. No Credit Party shallExcept for the transactions contemplated by the agreements, including performance by the applicable parties of the Obligations thereunder, set forth on Schedule 6.3(H) as such agreements are in effect as of the date hereof or any amendment permitted by the terms of this Agreement(provided any payments thereunder shall be governed by the terms of Section 6.3(F)) and except as otherwise permitted herein, neither the Borrower nor shall it permit any of its Restricted Subsidiaries to, shall directly or indirectlyindirectly (i) pay any management fees, consulting fees, investment banking fees or other similar fees or compensation to any of the Jordan Stockholders, Management, MCIT or any other holder or holders of the Borrower's or Holdings' Equity Securities, other than wages, salaries and bonuses of employees who are also stockholders of the Borrower in the ordinary course and consistent with past practices or (ii) 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 Jordan Stockholder, Management, MCIT or holder or holders of any of its equity securities of the Borrower or Holdings, or with any Affiliate of the Borrower (other than Holdings, the Borrower and its Subsidiaries) which is not its Restricted Subsidiary, on terms that are less favorable to the Borrower or that Subsidiaryany of its Restricted Subsidiaries, as the case may beapplicable, than those that might be obtained in an arm's length transaction at the time from a Person Persons who is are not such a holder holder, Affiliate or Affiliate; provided MCIT (each such transaction or series of related transactions that are part of a common plan, an "Affiliate Transaction"), except to the foregoing restriction extent that such Affiliate Transactions involve aggregate payments or other transfers in an aggregate amount not to exceed $2,500,000 for all such transactions from and after the date hereof. Without in any way limiting the foregoing, without the prior written consent of the Required Lenders, the Borrower shall not apply to (i) any transaction between or among the Borrower and any Guarantor; (ii) reasonable and customary fees paid to members of the Board of Directors of the Borrower and its Subsidiaries; (iii) (a) reasonable and customary director, officer and employee compensation (including bonuses) and other benefits (including retirement, health, stock option and other benefit plans) and indemnification arrangements and (b) reasonable incentive bonuses payable to officers and employees in connection with dispositions of assets of the Borrower or its Subsidiaries, in each case approved by the Board of Directors of the Borrower; (iv) a Permitted Holdco Transaction; (v) transactions or agreements between the Borrower and/or its Subsidiaries and Spinco and/or its Subsidiaries in contemplation of or to effect the Spin-Off and in connection with the Pick Rights; (vi) transfer pricing payments by the Borrower or any of its Subsidiaries to one another in the ordinary course of business and consistent with past practices or pursuant agree to any applicable requirements modification of, nor shall it permit, any modification to be made to the Affiliate Notes, nor shall it forgive any amounts payable thereunder, delay the date for payment of Law; (vii) transactions with customersany amounts payable thereunder, clients, suppliers, joint venture partners reduce the interest payable thereunder or purchasers or sellers of goods and services, in each case in the ordinary course of business and otherwise not prohibited by the Credit Documents; (viii) sales of the capital stock of the Borrower to Affiliates of the Borrower not otherwise prohibited by the Credit Documents and the granting of registration and other customary rights in connection therewith; (ix) accept any transaction with an Affiliate where the only consideration paid by any Credit Party is the capital stock of the Borrower; (x) Restricted Payments permitted by Section 6.3; and (xi) Investments permitted by Section 6.4 (a), (g) and (n), in the case of clause (n) of Section 6.4, solely with respect to Investments in non-Guarantor Subsidiariescash consideration in payment of amounts payable thereunder.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Borrower on terms that are less favorable to the Borrower or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; provided that provided, the foregoing restriction shall not apply to (a) (i) any transaction between or among the Borrower and any GuarantorGuarantor and (ii) any transaction between Subsidiaries of Borrower that are not Guarantors; (iib) reasonable and customary fees paid to members of the Board board of Directors directors (or similar governing body) of the Borrower and its Subsidiaries; (iiic) (a) reasonable and customary director, officer and employee compensation (including bonuses) arrangements for officers and other benefits (including retirement, health, stock option employees of Borrower and other benefit plans) and indemnification arrangements and (b) reasonable incentive bonuses payable to officers and employees in connection with dispositions of assets of the Borrower or its Subsidiaries, in each case approved by the Board of Directors of the Borrower; (iv) a Permitted Holdco Transaction; (v) transactions or agreements between the Borrower and/or its Subsidiaries and Spinco and/or its Subsidiaries in contemplation of or to effect the Spin-Off and in connection with the Pick Rights; (vi) transfer pricing payments by the Borrower or any of its Subsidiaries to one another entered into in the ordinary course of business and consistent with past practices or pursuant to any applicable requirements of Lawpractice; (viid) required payments of interest, fees, principal and other amounts hereunder and under the Third Lien Note Documents to the extent otherwise permitted hereunder; (e) transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers between a Credit Party and the ESOP in the ordinary course of goods and services, business to the extent required by the ESOP Plan Documents; (f) transactions described in each case Schedule 6.11; (g) in the ordinary course of business and consistent with past practice, any issuance of Securities or other payments, awards or grants in cash, securities of Borrower, or otherwise not prohibited pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans approved by the Credit Documentsboard of directors (or equivalent governing body) of Borrower; (viiih) sales compensation, including incentive compensation, fees and indemnities to directors, officers, consultants and employees of Borrower and its Subsidiaries in the capital stock ordinary course of the Borrower to Affiliates of the Borrower not otherwise prohibited by the Credit Documents business and the granting of registration consistent with past practice; and other customary rights in connection therewith; (ixi) any transaction with an Affiliate where the only consideration paid by among Borrower and any Credit Party is the capital stock holder of the Borrower; (x) Restricted Payments permitted by Section 6.3; and (xi) Investments permitted by Section 6.4 (a), (g) and (n), in the case of clause (n) of Section 6.4, solely ’s securities with respect to Investments in non-Guarantor Subsidiariesthe exercise or waiver of any such holder’s rights under the terms and conditions of such securities.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Borrower on terms that are less favorable to the Borrower or that Subsidiarysuch Credit Party, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or an Affiliate; provided that provided, the foregoing restriction shall not apply to (ia) any transaction (x) between or among the Borrower and/or any Subsidiary Guarantors and (y) among Subsidiaries of Borrower that are not Subsidiary Guarantors; (b) any indemnity provided to and any Guarantor; (ii) reasonable and customary fees paid to members of (i) in the Board case of Directors Borrower, the board of directors (or similar governing body) of Cheniere Energy Partners GP, LLC, acting on behalf of Borrower and (ii) in the case of any Subsidiary Guarantor, the board of directors (or similar governing body) of such Subsidiary Guarantor; (c) (i) compensation, benefits and indemnification arrangements for officers and other employees of Borrower and its Subsidiaries; (iii) (a) reasonable and customary director, officer and employee compensation (including bonuses) and other benefits (including retirement, health, stock option and other benefit plans) and indemnification arrangements and (b) reasonable incentive bonuses payable to officers and employees in connection with dispositions of assets of the Borrower or its Subsidiaries, in each case approved by the Board of Directors of the Borrower; (iv) a Permitted Holdco Transaction; (v) transactions or agreements between the Borrower and/or its Subsidiaries and Spinco and/or its Subsidiaries in contemplation of or to effect the Spin-Off and in connection with the Pick Rights; (vi) transfer pricing payments by the Borrower or any of its Subsidiaries to one another entered into in the ordinary course of business business, (ii) 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, stock ownership plans, including restricted stock plans, stock grants, directed share programs and consistent with past practices or pursuant to any applicable requirements of Law; (vii) transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and otherwise not prohibited by the Credit Documents; (viii) sales of the capital stock of the Borrower to Affiliates of the Borrower not otherwise prohibited by the Credit Documents other equity based plans and the granting and stockholder rights of registration rights approved by Cheniere Energy Partners GP, LLC’s board of directors, acting on behalf of Borrower; and other customary rights (iii) payments or loans (or cancellation of loans) to officers, directors, managers and employees that are approved by a majority of Cheniere Energy Partners GP, LLC’s board of directors, acting on behalf of Borrower, subject to the limitations set forth in connection therewithSection 6.5 (Investments); (ixd) transactions described in Schedule 6.10 (as in effect on the Closing Date without giving effect to any amendment thereto); (e) any transaction with an contribution by Cheniere Energy Partners GP, LLC or its Affiliate where to the only consideration paid by any Credit Party is the equity capital stock of the Borrower; and (xf) Restricted Payments Subordinated Indebtedness permitted by Section 6.36.1(m) (Indebtedness); and (xi) Investments permitted by Section 6.4 (a), (g) and (n), in the case entering into of clause (n) of Section 6.4, solely with respect to Investments in non-Guarantor Subsidiariesany tax sharing agreement or similar arrangement.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any material transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Borrower on terms that are less favorable to the Borrower or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; provided that provided, the foregoing restriction shall not apply to (ia) any transaction between or among the Borrower and any Guarantor; (iib) reasonable and customary fees paid to members of the Board board of Directors directors (or similar governing body) of the Borrower and its Subsidiaries; (iiic) (a) reasonable and customary director, officer and employee compensation (including bonuses) arrangements for officers and other benefits employees of the Borrower and its Subsidiaries entered into in the ordinary course of business; (including retirement, health, stock option and other benefit plansd) and indemnification arrangements and transactions described in Schedule 6.11; (be) reasonable incentive bonuses payable to officers and employees the payment of transaction expenses in connection with dispositions this Agreement; and (f) entering into, making payments pursuant to and otherwise performing an indemnification and contribution agreement in favor of assets any Person and each Person who is or becomes a director, officer, agent or employee of the Borrower or its Subsidiaries, in each case approved by the Board of Directors of the Borrower; (iv) a Permitted Holdco Transaction; (v) transactions or agreements between the Borrower and/or its Subsidiaries and Spinco and/or its Subsidiaries in contemplation of or to effect the Spin-Off and in connection with the Pick Rights; (vi) transfer pricing payments by the Borrower or any of its Subsidiaries to one another in the ordinary course of business and consistent with past practices or pursuant to any applicable requirements of Law; (vii) transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and servicesSubsidiaries, in each case respect of liabilities (i) arising under the Securities Act, the Exchange Act and any other applicable securities laws or otherwise, in the ordinary course connection with any offering of business and otherwise not prohibited securities by the Credit Documents; Borrower, (viiiii) sales of the capital stock incurred to third parties for any action or failure to act of the Borrower to Affiliates or any of its Subsidiaries, predecessors or successors, (iii) arising out of the fact that any indemnitee was or is a director, officer, agent or employee of the Borrower not otherwise prohibited or any of its Subsidiaries, or is or was serving at the request of any such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise or (iv) to the fullest extent permitted by the Credit Documents and the granting Delaware or other applicable state law, arising out of registration and other customary rights in connection therewith; (ix) any transaction with an Affiliate where the only consideration paid breach or alleged breach by any Credit Party is the capital stock such indemnitee of his or her fiduciary duty as a director or officer of the Borrower; (x) Restricted Payments permitted by Section 6.3; and (xi) Investments permitted by Section 6.4 (a), (g) and (n), in the case Borrower or any of clause (n) of Section 6.4, solely with respect to Investments in non-Guarantor its Subsidiaries.

Transactions with Shareholders and Affiliates. No Credit Party shallCompany shall not, nor and shall it 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 Affiliate of the Borrower Company, on terms that are less favorable to the Borrower Company or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person Persons who is are not such a holder or an Affiliate; provided that the foregoing restriction shall not apply to (i) any transaction between or among the Borrower Company and any Guarantorof its wholly-owned Subsidiaries or between any of its wholly-owned Subsidiaries; (ii) reasonable and customary fees paid to members of the Board Boards of Directors of the Borrower Company and its Subsidiaries; (iii) (a) reasonable and customary directorissuances of stock, officer and employee compensation (including bonuses) payments of bonuses and other benefits (including retirement, healthtransactions pursuant to employment or compensation agreements, stock option agreements, indemnification agreements, severance agreements and other benefit plans) and indemnification arrangements and (b) reasonable incentive bonuses payable to officers and employees in connection with dispositions of assets of the Borrower or its Subsidiariesarrangements, in each case approved by the Board of Directors as in effect as of the BorrowerClosing Date and unamended, and substantially similar agreements as may hereafter become effective, in each case with officers or directors who are Affiliates of Company or any of its Subsidiaries; (iv) a Permitted Holdco Transactionpayment of consulting and other fees and expenses and the reimbursement of losses, costs and expenses under the Management Agreement, as amended in accordance with subsection 7.15A, and in form and substance satisfactory to Agent; (v) transactions the payment of fees and expenses to Yucaipa or agreements between the Borrower and/or its Subsidiaries affiliates and Spinco and/or its Subsidiaries in contemplation designees and other holders of or to effect the Spin-Off and capital stock of Smitty's in connection with the Pick Rights; (vi) transfer pricing payments by the Borrower or any of its Subsidiaries to one another in the ordinary course of business and consistent with past practices or pursuant to any applicable requirements of Law; (vii) transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and servicesAcquisition, in each case in the ordinary course of business and otherwise not prohibited by the Credit Documentsamounts that are satisfactory to Agent; (viiivi) sales payments by Company and its Subsidiaries pursuant to tax sharing agreements in effect from time to time among Company and its Subsidiaries; or (vii) the issuance by Company of common stock to Yucaipa pursuant to Yucaipa's exercise of the capital stock of the Borrower to Affiliates of the Borrower not otherwise prohibited by the Credit Documents and the granting of registration and other customary rights in connection therewith; (ix) any transaction with an Affiliate where the only consideration paid by any Credit Party is the capital stock of the Borrower; (x) Restricted Payments permitted by Section 6.3; and (xi) Investments permitted by Section 6.4 (a), (g) and (n), in the case of clause (n) of Section 6.4, solely with respect to Investments in non-Guarantor SubsidiariesYucaipa Warrant.

Transactions with Shareholders and Affiliates. No Credit Party shallEach of Holdings and Company shall not, nor and shall it 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 Affiliate of the Borrower such Person, on terms that are less favorable to the Borrower such Person or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person Persons who is are not such a holder or an Affiliate; provided that the foregoing restriction shall not apply to (i) any transaction between or among the Borrower Company and any Guarantorof its wholly-owned Subsidiaries or between any of its wholly-owned Subsidiaries; (ii) reasonable and customary fees paid to members of the Board Boards of Directors of the Borrower Holdings and its Subsidiaries; (iii) (a) reasonable and customary directorissuances of stock, officer and employee compensation (including bonuses) payments of bonuses and other benefits (including retirement, healthtransactions pursuant to employment or compensation agreements, stock option agreements, indemnification agreements and other benefit plans) and indemnification arrangements and (b) reasonable incentive bonuses payable to officers and employees in connection with dispositions of assets of the Borrower or its Subsidiariesarrangements, in each case approved by the Board of Directors satisfactory in form and substance to Agent and as in effect as of the BorrowerClosing Date and unamended, and substantially similar agreements as may hereafter become effective, in each case with officers or directors who are Affiliates of Holdings or any of its Subsidiaries; (iv) a Permitted Holdco Transactionpayment of consulting and other fees and expenses and the reimbursement of losses, costs and expenses under the Consulting Agreement, as amended in accordance with subsection 7.15A, and in form and substance satisfactory to Agent; (v) transactions or agreements between the Borrower Company and/or any of its Subsidiaries and Spinco and/or Golden Alliance that are otherwise permitted under this Agreement; (vi) to the extent permitted under subsection 7.3(xiv), any repurchase of stock of Holdings from Company's employee stock ownership plan or participants or former participants in such plan, in each case to the extent such repurchases are required by the terms of such plan; (vii) payments by Holdings and its Subsidiaries pursuant to tax sharing agreements in contemplation effect from time to time among Holdings and its Subsidiaries; (viii) the issuance by Holdings of or common stock to effect Yucaipa pursuant to Yucaipa's exercise of the Spin-Off and warrant issued to it on the Closing Date by Holdings in connection with the Pick Rights; (vi) transfer pricing payments by the Borrower or any acquisition of its Subsidiaries to one another in the ordinary course of business and consistent with past practices or pursuant to any applicable requirements of Law; (vii) transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and otherwise not prohibited by the Credit Documents; (viii) sales of the capital stock of the Borrower to Affiliates of the Borrower not otherwise prohibited by the Credit Documents and the granting of registration and other customary rights in connection therewithCompany; (ix) any transaction transactions between Company and Holdings entered into pursuant to and in accordance with an Affiliate where the only consideration paid by any Credit Party is the capital stock of the Borrower; Transfer and Assumption Agreement, and (x) Restricted Payments permitted a loan made by Section 6.3; and (xi) Investments permitted by Section 6.4 (a)Company to RGC Investment Co., (g) and (n), on the Closing Date in the case original principal amount of clause (n) $5,000,000, all of Section 6.4the proceeds of which loan will immediately be invested by RGC Investment Co. in RGC Partners, solely with respect to Investments in non-Guarantor Subsidiaries.L.P.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any officer, director, employee or Affiliate of the Borrower on terms that are less favorable to the Borrower Parent Guarantor or that Subsidiaryany of its Subsidiaries; provided, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; provided that the foregoing restriction shall not apply to (ia) any such transaction that is for fair market value and on fair and reasonable terms no less favorable to such Credit Party or such Subsidiary than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate, (b) any transaction between or among the Borrower Parent Guarantor and any Guarantorits Subsidiaries and Non- 104 Amended and Restated Credit and Guaranty Agreement LA\4027402.11 LA\4027402.11 Consolidated Entities to the extent permitted under the Credit Documents; (iic) reasonable and customary fees and expenses, indemnification, incentive plans and similar items paid to members of the Board board of Directors directors (or similar governing body) of the Borrower Parent Guarantor and its Subsidiaries; (iiid) employment and compensation arrangements for (ai) reasonable and customary director, officer and employee compensation (including bonuses) officers and other benefits (including retirement, health, stock option and other benefit plans) and indemnification arrangements and (b) reasonable incentive bonuses payable to officers and employees in connection with dispositions of assets of the Borrower or its Subsidiaries, in each case approved by the Board of Directors of the Borrower; (iv) a Permitted Holdco Transaction; (v) transactions or agreements between the Borrower and/or Parent Guarantor and its Subsidiaries and Spinco and/or its Subsidiaries in contemplation of or to effect the Spin-Off and in connection with the Pick Rights; (vi) transfer pricing payments by the Borrower or any of its Subsidiaries to one another entered into in the ordinary course of business (including base salary and consistent with past practices incentives) and (ii) executives, employees, service providers and staff of NorthStar Asset Management Group Inc. and its Subsidiaries (collectively, “NSAM”) relating to services provided to or pursuant in respect of the Parent Guarantor and its Subsidiaries, to the extent set forth in any applicable requirements of Lawasset management agreement between the Parent Guarantor and/or its Subsidiaries and any employment, consulting or similar service agreement(s) between NSAM and any natural person; (viie) transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods in existence on the Original Closing Date and services, in each case set forth on Schedule 6.9; (f) [Intentionally Omitted]; (g) transactions in the ordinary course of business in accordance with the Consolidated Cash Management System of the Parent Guarantor and otherwise not prohibited by the Credit Documentsits Subsidiaries; (viiih) sales reimbursement of travel, moving and similar expenses in the ordinary course of business; (i) loans and advances to directors, officers and employees in the ordinary course of business or otherwise permitted hereunder; (j) Restricted Junior Payments permitted under Section 6.4; and (k) Asset Sales of Equity Interests in order to qualify members of the capital stock board of the Borrower to Affiliates directors (or similar governing body) of the Borrower not otherwise prohibited by the Credit Documents and the granting of registration and other customary rights in connection therewith; (ix) any transaction with an Affiliate where the only consideration paid by any Credit Party is the capital stock or any of the Borrower; (x) Restricted Payments permitted their Subsidiaries if required by Section 6.3; and (xi) Investments permitted by Section 6.4 (a), (g) and (n), in the case of clause (n) of Section 6.4, solely with respect to Investments in non-Guarantor Subsidiariesapplicable law or contract.

Transactions with Shareholders and Affiliates. No Credit Party shallExcept for the transactions described on Schedule 7.10, nor Company shall it 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, any Affiliate of the Borrower Company or of any such holder or any of Company's Off-Balance Sheet Subsidiaries or Joint Ventures, on terms that are less favorable to the Borrower Company or that Subsidiary, as the case may be, than those that might be obtained at the time in a comparable 122 arms-length transaction from a Person Persons who is 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 transaction between or among the Borrower Company and any Guarantorof its Wholly-Owned North American Subsidiaries or between any of its Wholly-Owned North American Subsidiaries; (ii) reasonable and customary fees paid to members of the Board Boards of Directors of the Borrower Company and its SubsidiariesSubsidiaries to Persons not employed by or associated with the Sponsors or their respective Affiliates; (iii) (a) reasonable and customary directorRestricted Junior Payments permitted by subsection 7.5, officer and employee compensation (including bonuses) and other benefits (including retirement, health, stock option and other benefit plans) and indemnification arrangements and (b) reasonable incentive bonuses payable to officers and employees in connection with dispositions of assets of the Borrower or its Subsidiaries, in each case approved by the Board of Directors of the Borrower; (iv) a the issuance of Permitted Holdco Transaction; (v) transactions or agreements between Cure Securities upon the Borrower and/or its Subsidiaries and Spinco and/or its Subsidiaries in contemplation exercise of or to effect the Spin-Off and in connection with the Pick Rights; (vi) transfer pricing payments by the Borrower or any of its Subsidiaries to one another in the ordinary course of business and consistent with past practices or 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 an aggregate amount of up to US$5,000,000 in any applicable requirements of Law; (vii) transactions with customersFiscal Year, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, any Management Fees not paid in each case in the ordinary course of business and otherwise not prohibited by the Credit Documents; (viii) sales cash because of the capital stock foregoing restrictions or otherwise may accrue pursuant to provisions approved by US Administrative Agent subordinating such Management Fees to the prior payment in full of the Borrower to Affiliates of the Borrower not otherwise prohibited by the Credit Documents Obligations and the granting of registration obligations relating to the Term Loan Agreement and other customary rights such accrued Management Fees may thereafter be paid in connection therewith; (ix) any transaction with an Affiliate where the only consideration paid by any Credit Party is the capital stock of the Borrower; Cash so long as (x) Restricted Payments permitted by Section 6.3; after paying such Management Fees and giving pro forma effect thereto, Company is in compliance with all covenants under this Agreement, (y) the Applicable Leverage Ratio after giving pro forma effect to such payment does not exceed 3.50:1.00, and (xiz) Investments permitted Company shall deliver to US Administrative Agent an Officer's Certificate executed by Section 6.4 its chief financial officer certifying as to the matters in clauses (a), (gx) and (n)y) above and further stating that, in after giving effect to the case Cash payment of clause (n) such Management Fees, Company shall be able to make the scheduled payments of Section 6.4, solely with respect to Investments in non-Guarantor Subsidiariesprincipal and interest hereunder and under the Term Loan Agreement.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of Holding and its Subsidiaries towill not, 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 Holding or Borrower or with any Affiliate of Holding or Borrower or of any such holder, as the Borrower case may be, on terms that are less favorable to the Borrower Holding or that Subsidiary, as the case may be, than those that might be 114 obtained at the time from a Person Persons who is are not such a holder or Affiliate; provided that with respect to any transaction or series of related transactions involving aggregate payments or value equal to or greater than $1,000,000, Borrower shall have delivered an officer's certificate to Administrative Agent certifying that such transaction or series of related transactions comply with the provisions of this subsection 6.10 and, with respect to any transaction or series of transactions involving aggregate payments or value equal to or greater than $5,000,000, further certifying that such transaction or series of transactions have been approved by a majority of the Board of Directors of Borrower, including a majority of the disinterested directors of the Board of Directors of Borrower. For the purposes of the foregoing, a director of the Borrower shall not be considered "interested" with respect to a transaction solely by virtue of being a director of the other party to such transaction. Borrower shall be deemed to have complied with the foregoing restriction provisions if it has obtained a written opinion from an Independent Financial Advisor stating that the terms of such transaction or series of transactions are fair to Holding or Subsidiary, as the case may be, from a financial point of view. The foregoing restrictions shall not apply to (i) payment of Transaction Costs and payments permitted under subsection 6.5, (ii) any transaction between or among the Borrower and any Guarantor; of its wholly-owned Subsidiaries (iiother than BB Capital) reasonable and or between any of its wholly-owned Subsidiaries (other than BB Capital), (iii) customary fees paid to members of the Board Boards of Directors of the Borrower and its Subsidiaries; (iii) (a) reasonable and customary director, officer and employee compensation (including bonuses) and other benefits (including retirement, health, stock option and other benefit plans) and indemnification arrangements and (b) reasonable incentive bonuses payable to officers and employees in connection with dispositions of assets of the Borrower or its Subsidiaries, in each case approved by the Board of Directors of the Borrower; (iv) a Permitted Holdco Transaction; (v) transactions reasonable financial advisory arrangements for services rendered by Xxxxxxx Xxxxx or agreements between the Borrower and/or any of its Subsidiaries and Spinco and/or its Subsidiaries in contemplation of or Affiliates to effect the Spin-Off and in connection with the Pick Rights; (vi) transfer pricing payments by the Borrower or any of its Subsidiaries to one another Subsidiaries, (v) arms-length transactions in the ordinary course of business with other companies managed by MLCP or Stonington Partners, Inc., (vi) transactions between Borrower and consistent with past practices BB Capital expressly permitted by this Agreement or pursuant to any applicable requirements of Law; (vii) transactions allocation of tax benefits in accordance with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and otherwise not prohibited by the Credit Documents; (viii) sales terms of the capital stock of the Borrower to Affiliates of the Borrower not otherwise prohibited by the Credit Documents and the granting of registration and other customary rights in connection therewith; (ix) any transaction with an Affiliate where the only consideration paid by any Credit Party is the capital stock of the Borrower; (x) Restricted Payments permitted by Section 6.3; and (xi) Investments permitted by Section 6.4 (a), (g) and (n), in the case of clause (n) of Section 6.4, solely with respect to Investments in non-Guarantor SubsidiariesTax Allocation Agreement.

Transactions with Shareholders and Affiliates. No Borrower Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Borrower Sponsor on terms that are less favorable to the Borrower or that such Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or an Affiliate; provided that provided, the foregoing restriction shall not apply to (ia) any transaction (x) between or among the Borrower and/or any Guarantors (other than Sponsor) and (y) among Subsidiaries of Borrower that are not Guarantors; (b) any indemnity provided to and any Guarantor; (ii) reasonable and customary fees paid to members of (i) in the Board case of Directors Borrower, the board of directors (or similar governing body) of the General Partner, acting on behalf of Borrower and (ii) in the case of any Subsidiary of Borrower, the board of directors (or similar governing body) of such Subsidiary; (c) (i) compensation, benefits and indemnification arrangements for officers and other employees of Borrower and its Subsidiaries; (iii) (a) reasonable and customary director, officer and employee compensation (including bonuses) and other benefits (including retirement, health, stock option and other benefit plans) and indemnification arrangements and (b) reasonable incentive bonuses payable to officers and employees in connection with dispositions of assets of the Borrower or its Subsidiaries, in each case approved by the Board of Directors of the Borrower; (iv) a Permitted Holdco Transaction; (v) transactions or agreements between the Borrower and/or its Subsidiaries and Spinco and/or its Subsidiaries in contemplation of or to effect the Spin-Off and in connection with the Pick Rights; (vi) transfer pricing payments by the Borrower or any of its Subsidiaries to one another entered into in the ordinary course of business business, (ii) 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, stock ownership plans, including restricted stock plans, stock grants, directed share programs and consistent with past practices or pursuant to any applicable requirements of Law; (vii) transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and otherwise not prohibited by the Credit Documents; (viii) sales of the capital stock of the Borrower to Affiliates of the Borrower not otherwise prohibited by the Credit Documents other equity based plans and the granting and stockholder rights of registration rights approved by the General Partner’s board of directors, acting on behalf of Borrower; and other customary rights (iii) payments or loans (or cancellation of loans) to officers, directors and employees that are approved by a majority of the General Partner’s board of directors, acting on behalf of Borrower, subject to the limitations set forth in connection therewithSection 6.6; (ixd) transactions described in Schedule 6.11 (as in effect on the Effective Date without giving effect to any amendment thereto); (e) any transaction with an Affiliate where purchase by Sponsor of Equity Interests of Borrower or any contribution by Sponsor to the only consideration paid by any Credit Party is the equity capital stock of the Borrower; and (xf) Restricted Junior Payments permitted by Section 6.3; and (xi) 6.4, Investments permitted by Section 6.4 6.6, and Indebtedness (a), other than Indebtedness owned by Sponsor and its Affiliates) permitted by Section 6.1; and (g) and (nthe entering into of any tax sharing agreement or similar arrangement consistent with Section 6.4(b), in the case of clause (n) of Section 6.4, solely with respect to Investments in non-Guarantor Subsidiaries.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Borrower on terms that are less favorable to the Borrower or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or AffiliateAffiliate as determined in good faith by the disinterested members of the Board of Directors of the Borrower; provided that provided, the foregoing restriction shall not apply to (ia) any transaction between or among the Borrower and any GuarantorGuarantor Subsidiary (other than Real Estate Guarantors); (iib) reasonable and customary fees paid to members of the Board board of Directors directors (or similar governing body) of the Borrower and its Subsidiaries; (iiic) (a) reasonable and customary director, officer and employee compensation (including bonuses) arrangements for officers and other benefits (including retirement, health, stock option employees of Borrower and other benefit plans) and indemnification arrangements and (b) reasonable incentive bonuses payable to officers and employees its Subsidiaries entered into in connection with dispositions the ordinary course of assets of the Borrower or its Subsidiaries, in each case approved by the Board of Directors of the Borrowerbusiness; (ivd) a Permitted Holdco Transaction; (v) transactions or agreements between the Borrower and/or its Subsidiaries provision of officers’ and Spinco and/or its Subsidiaries in contemplation of or to effect the Spin-Off directors’ indemnification and in connection with the Pick Rights; (vi) transfer pricing payments by the Borrower or any of its Subsidiaries to one another insurance in the ordinary course of business and consistent with past practices or pursuant to any the extent permitted by applicable requirements of Lawlaw; (viie) transactions with customersdescribed in Schedule 6.11; (f) Indebtedness may be incurred to the extent permitted by Sections 6.1(c)(i), clients(n)(i), suppliers(n)(ii), joint venture partners (p) or purchasers or sellers (r); (g) Investments may be made to the extent permitted by Section 6.6(i); (h) sublease agreements between Real Estate Guarantors and any of goods and services, in each case in the ordinary course of business and otherwise not prohibited by the Credit DocumentsParties that operate a retail store, warehouse, distribution center or other business on any Leasehold Property; (viiii) sales of any Investment by a Restricted Sponsor Affiliate in (A) the capital stock Equity Interests of the Borrower to Affiliates of the Borrower (that are not otherwise prohibited by the Credit Documents and the granting of registration and other customary rights in connection therewith; (ix) any transaction with an Affiliate where the only consideration paid by any Credit Party is the capital stock of the Borrower; (x) Restricted Payments permitted by Section 6.3; and (xi) Investments permitted by Section 6.4 (a), (gDisqualified Equity Interests) and (nB) debt Securities (that are not Disqualified Equity Interests) that are otherwise permitted to be issued by Borrower in connection with Indebtedness permitted to be incurred under Section 6.2(o), in and (j) Indebtedness owed to a Restricted Sponsor Affiliate pursuant to this Agreement and/or the case of clause (n) of Section 6.4, solely with respect to Investments in non-Guarantor SubsidiariesSecond Lien Credit Agreement.

Transactions with Shareholders and Affiliates. No Credit Party shallEach of Holdings and Company shall not, nor and shall it 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 Affiliate of the Borrower such Person, on terms that are less favorable to the Borrower such Person or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person Persons who is are not such a holder or an Affiliate; provided that the foregoing restriction shall not apply to (i) any transaction between or among the Borrower Company and any Guarantor; of its wholly-owned Subsidiaries or between any of its wholly-owned Subsidiaries, (ii) transactions relating to the termination of the Consulting Agreement and the payment of a termination fee thereunder as described in subsection 4.1H, (iii) reasonable and customary fees paid to members of the Board Boards of Directors of the Borrower Holdings and its Subsidiaries; , (iiiiv) (a) reasonable and customary directorissuances of stock, officer and employee compensation (including bonuses) payments of bonuses and other benefits (including retirement, healthtransactions pursuant to employment or compensation agreements, stock option agreements, indemnification agreements and other benefit plans) and indemnification arrangements and (b) reasonable incentive bonuses payable to officers and employees in connection with dispositions of assets of the Borrower or its Subsidiariesarrangements, in each case approved by the Board of Directors satisfactory in form and in substance to Agent and Arrangers and as in effect as of the Borrower; (iv) a Permitted Holdco Transaction; (v) transactions Closing Date and unamended, and substantially similar agreements as may hereafter become effective, in each case with officers or agreements between the Borrower and/or its Subsidiaries and Spinco and/or its Subsidiaries in contemplation directors who are Affiliates of or to effect the Spin-Off and in connection with the Pick Rights; (vi) transfer pricing payments by the Borrower Holdings or any of its Subsidiaries Subsidiaries, (v) payment of consulting and other fees and expenses under the Management Agreement, as amended to one another in the ordinary course of business and consistent with past practices or extent permitted pursuant to subsection 7.15, and in form and substance satisfactory to Agent and Arrangers, (vi) to the extent permitted under subsection 7.3(xii), any applicable requirements repurchase of Law; (vii) transactions with customers, clients, suppliers, joint venture partners stock of Holdings from Company's stock option or purchasers other stock plan or sellers of goods and servicesparticipants in such plan, in each case in to the ordinary course of business and otherwise not prohibited extent such repurchases are required by the Credit Documents; terms of such plan, (vii) payments by Holdings and its Subsidiaries pursuant to the Tax Sharing Agreement, and (viii) sales the issuance by Holdings of Holdings Common Stock to Yucaipa pursuant to Yucaipa's warrant issued to it on the capital stock of Acquisition Date by Holdings (as in effect on the Borrower to Affiliates of Acquisition Date, the Borrower not otherwise prohibited by the Credit Documents and the granting of registration and other customary rights in connection therewith; (ix) any transaction with an Affiliate where the only consideration paid by any Credit Party is the capital stock of the Borrower; (x) Restricted Payments permitted by Section 6.3; and (xi) Investments permitted by Section 6.4 (a"YUCAIPA WARRANTS"), (g) and (n), in the case of clause (n) of Section 6.4, solely with respect to Investments in non-Guarantor Subsidiaries.

Transactions with Shareholders and Affiliates. No Credit Party shallThe Parent Guarantor and the Borrower shall not, nor shall it the Parent Guarantor cause or permit any Subsidiaries of its Subsidiaries the Parent Guarantor 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 Affiliate of the Borrower on terms that are less favorable to Parent Guarantor or the Borrower or that Subsidiary(each of the foregoing, as the case may bean "Affiliate Transaction"); provided, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; provided however, that the foregoing restriction shall not apply to to: (i) any transaction exclusively between or among the Parent Guarantor and the Borrower and any of its wholly-owned Subsidiaries or exclusively between any of the Parent Guarantor; 's wholly-owned Subsidiaries to the extent any are in compliance with all of the terms of this Agreement, (ii) reasonable and customary fees paid to members of the Board of Directors of the Borrower Parent Guarantor and its Subsidiaries; the Borrower, (iii) (a) reasonable and customary directorfees and compensation paid to, officer and employee compensation (including bonuses) indemnity provided on behalf of, officers, directors or employees of the Parent Guarantor and other benefits (including retirement, health, stock option and other benefit plans) and indemnification arrangements and (b) reasonable incentive bonuses payable to officers and employees in connection with dispositions of assets of the Borrower or its Subsidiariesany Subsidiaries of the Parent Guarantor, in each case approved as determined by the Board of Directors of the BorrowerParent Guarantor or any such Subsidiary or the senior management thereof in good faith, including, without limitation, issuances of stock, payment of bonuses and other transactions pursuant to employment or compensation agreements, stock option agreements, indemnification agreements and other arrangements in effect on the Closing Date or substantially similar thereto; provided that no cash bonuses will be paid to officers, directors or employees of the Parent Guarantor, the Borrower or Subsidiaries of the Parent Guarantor other than pursuant to the bonus plans or arrangements in effect on the Closing Date (including, without limitation, upon 90 83 reaching performance targets determined by the Board of Directors of the Parent Guarantor from time to time), (iv) Affiliate Transactions of aggregate value less than $1 million which are on terms that are no less favorable to the Parent Guarantor, the Borrower or the relevant Subsidiary than those that would have been obtained in a Permitted Holdco Transaction; comparable transaction by the Parent Guarantor, the Borrower or such Subsidiary with an unrelated person, as determined by the Board of Directors of the Parent Guarantor, and which are conducted in good faith, (v) transactions or agreements between Affiliate Transactions in which the Parent Guarantor delivers to the Lenders an opinion as to the fairness to the Parent Guarantor, the Borrower and/or its Subsidiaries or such Subsidiary from a financial point of view issued by an investment banking firm of national standing, and Spinco and/or its Subsidiaries in contemplation of or to effect the Spin-Off and in connection with the Pick Rights; (vi) transfer pricing payments by the Borrower or any payment of management and advisory fees to Kidd Xxxm Xxxity Partners, L.P. and its Subsidiaries Affiliates and successors and assigns in an amount not to one another in the ordinary course of business and consistent with past practices or pursuant to any applicable requirements of Law; (vii) transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and otherwise not prohibited by the Credit Documents; (viii) sales of the capital stock of the Borrower to Affiliates of the Borrower not otherwise prohibited by the Credit Documents and the granting of registration and other customary rights in connection therewith; (ix) any transaction with an Affiliate where the only consideration paid by any Credit Party is the capital stock of the Borrower; (x) Restricted Payments permitted by Section 6.3; and (xi) Investments permitted by Section 6.4 (a), (g) and (n), in the case of clause (n) of Section 6.4, solely with respect to Investments in non-Guarantor Subsidiariesexceed $675,000 per year.

Transactions with Shareholders and Affiliates. No Credit Party shallHoldings shall not, nor and shall it 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 Holdings or with any Affiliate of the Borrower Holdings or of any such holder, on terms that are less favorable to the Borrower Holdings or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person Persons who is are not such a holder or Affiliate; provided that the foregoing restriction shall not apply to (i) any transaction between or among the Borrower Holdings and any Guarantor; of its wholly owned Subsidiaries or between any of its wholly owned Subsidiaries, (ii) any payment from Company to Holdings expressly permitted under subsection 7.5, (iii) the payment of Management Fees to Bxxx under the Bxxx Advisory Services Agreement, (iv) the payment of Harvard Management Fees under the Harvard Advisory Services Agreement, (v) any employment agreement entered into by Holdings or any of its Subsidiaries in the ordinary course of business, (vi) 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, (vii) reasonable and customary fees paid to members of the Board Boards of Directors of the Borrower Holdings and its Subsidiaries, and (viii) in addition to, and without limiting the foregoing, Holdings shall not permit total Affiliate Exposure (other than with respect to Company), together with (y) any cash payments by Holdings or any of its Subsidiaries for the purpose of the repayment, whether directly or indirectly, of any existing Indebtedness of MF and (z) any consideration payable (including without limitation all payment, whether direct or indirect, whether in Cash or in kind and similar to items listed in the definition of Affiliate Exposure set forth in Section 1 hereto) by Holdings or any of its Subsidiaries with respect to the MD or any purchaser of MD or its assets (in each case, so long as MD is an Affiliate), to exceed $20,000,000 in the aggregate; (iii) provided, however, that with respect to (a) reasonable and customary director, officer and employee compensation (including bonuses) and any other benefits (including retirement, health, stock option and other benefit plans) and indemnification arrangements and (b) reasonable incentive bonuses payable to officers and employees in connection investment or transaction with dispositions of assets of the Borrower Affiliates or any transaction with MD or its SubsidiariesSubsidiaries or any purchaser of MD or its assets (in each case, so long as MD is an Affiliate), in each case approved by involving consideration in excess of $3,000,000 but not in excess of $5,000,000, a majority of the disinterested members of the Board of Directors of the Borrower; (iv) Company shall determine in good faith that such Affiliate Transaction is on terms that are not materially less favorable than those that might be reasonably obtained in a Permitted Holdco Transaction; (v) transactions or agreements between the Borrower and/or its Subsidiaries and Spinco and/or its Subsidiaries in contemplation comparable transaction at such time on an arms’-length basis from a Person that is not an Affiliate of or to effect the Spin-Off and in connection with the Pick Rights; (vi) transfer pricing payments by the Borrower Holdings or any of its Subsidiaries to one another and (b) any other Investment or transaction with Affiliates or any transaction with MD or its Subsidiaries or any purchaser of MD or its assets (in the ordinary course of business and consistent with past practices or pursuant to any applicable requirements of Law; (vii) transactions with customerseach case, clients, suppliers, joint venture partners or purchasers or sellers of goods and servicesso long as MD is an Affiliate), in each case involving consideration in excess of $5,000,000, the ordinary course Board of business Directors of Company or any such Subsidiary party to such Affiliate Transaction shall have received an opinion from a nationally recognized investment banking firm reasonable acceptable to the Agents and otherwise stating that such Affiliate Transaction is on terms not prohibited by the Credit Documents; (viii) sales of the capital stock of the Borrower to Affiliates of the Borrower materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arms’-length basis from a Person that is not otherwise prohibited by the Credit Documents and the granting of registration and other customary rights in connection therewith; (ix) any transaction with an Affiliate where the only consideration paid by of Holdings or any Credit Party is the capital stock of the Borrower; (x) Restricted Payments permitted by Section 6.3; and (xi) Investments permitted by Section 6.4 (a), (g) and (n), in the case of clause (n) of Section 6.4, solely with respect to Investments in non-Guarantor its Subsidiaries.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall 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 Affiliate of the Borrower involving aggregate payments or consideration in excess of $2,500,000 unless such transaction is on terms that are less at least as favorable to the Borrower or that Restricted Subsidiary, as the case may be, than as those that might be obtained in a comparable arms-length transaction at the time from a Person who is not such a holder or Affiliatean Affiliate of Borrower; provided that provided, the foregoing restriction shall not apply to (ia) any transaction between or among the Borrower and any GuarantorRestricted Subsidiary or by and among Restricted Subsidiaries; (iib) reasonable and customary fees paid to members and reimbursement of the Board expenses of Directors directors, officers, managers, employees or consultant of the Borrower or any of its Restricted Subsidiaries; (c) compensation and compensation arrangements for present or future officers, consultants, directors and other employees of Borrower and its Subsidiaries; (iii) (a) reasonable and customary director, officer and employee compensation Subsidiaries (including bonuses) and other benefits (including health, retirement, health, stock option and other benefit plans) entered into in the ordinary course of business; (d) any issuance of Equity Interests of Borrower to Affiliates of Borrower; (e) transactions with customers, clients, suppliers and indemnification arrangements purchasers or sellers of goods and services (bincluding pursuant to joint venture agreements) reasonable incentive bonuses payable otherwise in compliance with the terms hereof that are not materially less favorable taken as a whole than what Borrower and its Restricted Subsidiaries might reasonably have obtained from an unaffiliated party; (f) loans or advances to officers and employees in connection with the ordinary course of business in an aggregate amount not to exceed $5,000,000; (g) dividends permitted by Section 6.4; (h) mergers, amalgamations, consolidations and intercompany dispositions of assets of the expressly permitted by Section 6.8; (i) license agreements relating to Intellectual Property granted by Borrower or its Subsidiaries, in each case approved by the Board of Directors of the Borrower; (iv) a Permitted Holdco Transaction; (v) transactions or agreements between the Borrower and/or its Restricted Subsidiaries and Spinco and/or its Subsidiaries in contemplation of or to effect the Spin-Off and in connection with the Pick Rights; (vi) transfer pricing payments by the Borrower or any of its Subsidiaries to one another in the ordinary course of business and consistent not interfering in any material respect with past practices the ordinary conduct of business of Borrower and its Restricted Subsidiaries, provided that any such exclusive licenses or pursuant sublicenses are not licenses or sublicenses of Intellectual Property material to any applicable requirements the business of LawBorrower or its Restricted Subsidiaries; (vii) transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and otherwise not prohibited by the Credit Documents; (viiij) sales of the capital stock Disqualified Equity Interests of the Borrower to Affiliates of the Borrower not otherwise prohibited by the Credit Documents and the granting of registration and other customary rights in connection therewith; and (ixk) any transaction with an Affiliate where the only consideration paid by Borrower or any Credit Party of its Restricted Subsidiaries is the capital stock Disqualified Equity Interests of the Borrower; (x) Restricted Payments permitted by Section 6.3; and (xi) Investments permitted by Section 6.4 (a), (g) and (n), in the case of clause (n) of Section 6.4, solely with respect to Investments in non-Guarantor Subsidiaries.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of Holdings on terms, considered together with the Borrower on terms of all related and substantially concurrent transactions between such Credit Party and such Affiliate of Holdings, that are less favorable to the Borrower such Credit Party or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliatean Affiliate of Holdings in an arms’ length transaction; provided that provided, the foregoing restriction shall not apply to (ia) any transaction between or among the Borrower and any Guarantorthe Guarantors; (iib) reasonable and customary fees paid to members of the Board board of Directors directors (or similar governing body) of the Borrower Holdings and its Subsidiaries; (iiic) compensation arrangements for officers and other employees of Holdings and its Subsidiaries entered into in the ordinary course of business; (ad) reasonable 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 customary directorPermitted Equity Commitments, officer and employee compensation (including bonusesf) any Project Obligation of a Non-Recourse Subsidiary acquired as a result of the Acquisition (but not entered into in contemplation thereof) and other benefits (including retirement, health, stock option and other benefit plansg) and indemnification arrangements and (b) reasonable incentive bonuses payable to officers and employees in connection with dispositions any acquisition of assets or Equity Interests from SunEdison or a Subsidiary of SunEdison pursuant to the Project Support Agreement or the Intercompany Agreement as such agreement is in existence as of the Borrower Closing Date or its Subsidiariesas such agreement may be amended after the Closing Date if such amendment, taken as a whole with all other such amendments, is not more disadvantageous to the Lenders in each case approved by any material respect than such agreement as it is in existence as of the Closing Date, and so long as the Corporate Governance and Conflicts Committee of Parent (or, if at any time Parent is not the sole managing member of Holdings, the Board of Directors of the Borrower; (ivHoldings) a Permitted Holdco Transaction; (v) transactions has approved such acquisition, and any construction, operational or similar agreements between the Borrower and/or its Subsidiaries and Spinco and/or its Subsidiaries in contemplation of or to effect the Spin-Off and arrangements or Project Obligations entered into in connection with such acquisition. Nothing in the Pick Rights; foregoing shall be construed to prohibit the issuance of any Permitted Convertible Bond Indebtedness (vi) transfer pricing payments by the Borrower or any of its Subsidiaries to one another in the ordinary course of business and consistent with past practices or pursuant to any applicable requirements of Law; (vii) transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and otherwise not prohibited by the Credit Documents; (viii) sales of the capital stock of the Borrower to Affiliates of the Borrower not otherwise prohibited by the Credit Documents and the granting of registration and other customary rights in connection therewith; (ix) any transaction with an Affiliate where the only consideration paid by any Credit Party is the capital stock of the Borrower; (x) Restricted Payments permitted by Section 6.3; and (xi) Investments permitted by Section 6.4 (aguarantee thereof), (g) and (n)the issuance of any Permitted Exchangeable Bond Indebtedness, in or the case of clause (n) of Section 6.4, solely with respect to Investments in non-Guarantor Subsidiariesentry into any Permitted Call Transaction.

Transactions with Shareholders and Affiliates. No Credit Party shallCompany shall not, nor and shall it 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 Affiliate of the Borrower Company, on terms that are less favorable to the Borrower Company or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person Persons who is are not such a holder or an Affiliate; provided that the foregoing restriction shall not apply to (i) any transaction between or among the Borrower Company and any Guarantorof its wholly-owned Subsidiaries or between any of its wholly-owned Subsidiaries; (ii) reasonable and customary fees paid to members of the Board Boards of Directors of the Borrower Company and its Subsidiaries; (iii) (a) reasonable and customary directorissuances of stock, officer and employee compensation (including bonuses) payments of bonuses and other benefits (including retirement, healthtransactions pursuant to employment or compensation agreements, stock option agreements, indemnification agreements, severance agreements and other benefit plans) and indemnification arrangements and (b) reasonable incentive bonuses payable to officers and employees in connection with dispositions of assets of the Borrower or its Subsidiariesarrangements, in each case approved by the Board of Directors as in effect as of the BorrowerClosing Date and unamended, and substantially similar agreements as may hereafter become effective, in each case with officers or directors who are Affiliates of Company or any of its Subsidiaries; (iv) a Permitted Holdco Transactionpayment of consulting and other fees and expenses and the reimbursement of losses, costs and expenses under the Management Agreement, as amended in accordance with subsection 7.15A, and in form and substance satisfactory to Administrative Agent; (v) transactions or agreements between the Borrower and/or payments by Company and its Subsidiaries pursuant to tax sharing agreements in effect from time to time among Company and Spinco and/or its Subsidiaries in contemplation of Subsidiaries; or to effect the Spin-Off and in connection with the Pick Rights; (vi) transfer pricing payments the issuance by the Borrower or any Company of its Subsidiaries common stock to one another in the ordinary course of business and consistent with past practices or Yucaipa pursuant to any applicable requirements of Law; (vii) transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and otherwise not prohibited by the Credit Documents; (viii) sales Yucaipa's exercise of the capital stock of the Borrower to Affiliates of the Borrower not otherwise prohibited by the Credit Documents and the granting of registration and other customary rights in connection therewith; (ix) any transaction with an Affiliate where the only consideration paid by any Credit Party is the capital stock of the Borrower; (x) Restricted Payments permitted by Section 6.3; and (xi) Investments permitted by Section 6.4 (a), (g) and (n), in the case of clause (n) of Section 6.4, solely with respect to Investments in non-Guarantor SubsidiariesYucaipa Warrant.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Borrower on terms that are less favorable to the Borrower or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; provided that provided, the foregoing restriction shall not apply to (a) (i) any transaction between or among the Borrower and any GuarantorGuarantor and (ii) any transaction between Subsidiaries of Borrower that are not Guarantors; (iib) reasonable and customary fees paid to members of the Board board of Directors directors (or similar governing body) of the Borrower and its Subsidiaries; (iiic) (a) reasonable and customary director, officer and employee compensation (including bonuses) arrangements for officers and other benefits (including retirement, health, stock option employees of Borrower and other benefit plans) and indemnification arrangements and (b) reasonable incentive bonuses payable to officers and employees in connection with dispositions of assets of the Borrower or its Subsidiaries, in each case approved by the Board of Directors of the Borrower; (iv) a Permitted Holdco Transaction; (v) transactions or agreements between the Borrower and/or its Subsidiaries and Spinco and/or its Subsidiaries in contemplation of or to effect the Spin-Off and in connection with the Pick Rights; (vi) transfer pricing payments by the Borrower or any of its Subsidiaries to one another entered into in the ordinary course of business and consistent with past practices or pursuant to any applicable requirements of Lawpractice; (viid) required payments of interest, fees, principal and other amounts under the Second Lien Loan Documents and the Third Lien Note Documents to the extent otherwise permitted hereunder; (e) transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers between a Credit Party and the ESOP in the ordinary course of goods and services, business to the extent required by the ESOP Plan Documents; (f) transactions described in each case Schedule 6.11; (g) in the ordinary course of business and consistent with past practice, any issuance of Securities or other 102 payments, awards or grants in cash, securities of Borrower, or otherwise not prohibited pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans approved by the Credit Documentsboard of directors (or equivalent governing body) of Borrower; (viiih) sales compensation, including incentive compensation, fees and indemnities to directors, officers, consultants and employees of Borrower and its Subsidiaries in the capital stock ordinary course of the Borrower to Affiliates of the Borrower not otherwise prohibited by the Credit Documents business and the granting of registration consistent with past practice; and other customary rights in connection therewith; (ixi) any transaction with an Affiliate where the only consideration paid by among Borrower and any Credit Party is the capital stock holder of the Borrower; (x) Restricted Payments permitted by Section 6.3; and (xi) Investments permitted by Section 6.4 (a), (g) and (n), in the case of clause (n) of Section 6.4, solely ’s securities with respect to Investments in non-Guarantor Subsidiariesthe exercise or waiver of any such holder’s rights under the terms and conditions of such securities.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any officer, director, employee or Affiliate of the Borrower on terms that are less favorable to the Borrower Parent or that Subsidiaryany of its Subsidiaries; provided, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; provided that the foregoing restriction shall not apply to (ia) any such transaction that is for fair market value and on fair and reasonable terms no less favorable to such Credit Party or such Subsidiary than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate, (b) any transaction between or among Parent and its Subsidiaries and Joint Ventures to the Borrower and any Guarantorextent permitted under the Credit Documents; (iic) reasonable and customary fees and expenses, indemnification, incentive plans and similar items paid to members of the Board board of Directors directors (or similar governing body) of the Borrower Parent and its Subsidiaries; (iiid) (a) reasonable employment and customary director, officer and employee compensation (including bonuses) arrangements for officers and other benefits (including retirement, health, stock option employees of Parent and other benefit plans) and indemnification arrangements and (b) reasonable incentive bonuses payable to officers and employees in connection with dispositions of assets of the Borrower or its Subsidiaries, in each case approved by the Board of Directors of the Borrower; (iv) a Permitted Holdco Transaction; (v) transactions or agreements between the Borrower and/or its Subsidiaries and Spinco and/or its Subsidiaries in contemplation of or to effect the Spin-Off and in connection with the Pick Rights; (vi) transfer pricing payments by the Borrower or any of its Subsidiaries to one another entered into in the ordinary course of business (including base salary and consistent with past practices or pursuant to any applicable requirements of Lawincentives); (viie) transactions in existence on the Original Closing Date; (f) transactions contemplated by the Plan, including arrangements with customersSpinco, clients, suppliers, joint venture partners or purchasers or sellers of goods Inc. and services, in each case connection with the spin-off thereof; (g) transactions in the ordinary course of business in accordance with the Consolidated Cash Management System of Parent and otherwise not prohibited by the Credit Documentsits Subsidiaries; (viiih) sales reimbursement of travel, moving and similar expenses in the ordinary course of business; (i) loans and advances to directors, officers and employees in the ordinary course of business or otherwise permitted hereunder; (j) (A) guarantees of the capital stock of the Borrower to Affiliates of the Borrower Indebtedness and other obligations not otherwise prohibited by under the Credit Documents and the granting of registration and (B) other customary rights guarantees in connection therewiththe ordinary course of business; (ixk) any transaction with an Affiliate where Restricted Junior Payments permitted under Section 6.4; and (l) Asset Sales of Capital Stock in order to qualify members of the only consideration paid by board of directors (or similar governing body) of any Credit Party is the capital stock or any of the Borrower; (x) Restricted Payments permitted their Subsidiaries if required by Section 6.3; and (xi) Investments permitted by Section 6.4 (a), (g) and (n), in the case of clause (n) of Section 6.4, solely with respect to Investments in non-Guarantor Subsidiariesapplicable law or contract.