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. 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 Except as set forth in Schedule 6.12, 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% ten percent (10.0%) or more of any class of equity Securities Capital Stock of Company or any of its Subsidiaries (or any Affiliate of such holder) or with any Affiliate of Company or of any such holder; provided, on however, that the Credit Parties and their Subsidiaries may enter into or permit to exist any such transaction if both (i) the Administrative Agent has consented thereto in writing prior to the consummation thereof and (ii) the terms that of such transaction are not less favorable to Company or that Subsidiary, as the case may be, than those that might be obtained at the time from Persons a Person who are is not such a holder or Affiliate; provided further, provided, that the foregoing restriction restrictions shall not apply to (i) any transaction between Company and any of its Wholly Owned Subsidiaries or between any of its Wholly Owned Subsidiaries, (iia) reasonable and customary fees paid to members of the Boards board of Directors directors (or similar governing body) of Company and its Subsidiaries, ; (iiib) 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 and its Subsidiaries entered into in the ordinary course of business business; and (viic) transactions described in Schedule 6.12. Company shall disclose in writing each transaction with any agreements with employees and directors entered into by holder of ten percent (10.0%) or more of any class of Capital Stock of Company or any of its Subsidiaries in the ordinary course (other than a Credit Party) or with any Affiliate of businessCompany (other than a Credit Party) or of any such holder to Administrative Agent.

Transactions with Shareholders and Affiliates. Company shall notNo Loan Party will, and shall not nor will it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 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 when taken as a whole are less favorable in any material respect to Company or that Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not such a holder or Affiliate; provided that the foregoing restriction restrictions shall not apply to to: (ia) any transaction between Company and any of its Wholly Owned wholly-owned Subsidiaries or between any of its Wholly Owned wholly-owned Subsidiaries, ; (iib) reasonable and customary fees paid to members of the Boards Governing Bodies 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 Parent and its Subsidiaries and compensation and benefit arrangements for officers, directors and employees entered into in the ordinary course course; (c) the performance by Company of business its obligations under the Sand Purchase Agreements and under the Conveyance of Undivided Mineral Interest; (viid) transactions in accordance with the terms of the Management Agreement; (e) any agreements acquisitions or other Investments expressly permitted by Section 6.3; (f) transactions in respect of Subordinated Indebtedness with employees and directors entered into by the holders or lenders, as the case may be, of such Subordinated Indebtedness to the extent such transactions are otherwise permitted hereunder; (g) any intercompany loan from Company to Parent or any direct or indirect holding company of its Subsidiaries in the ordinary course of businessCompany comprising a Restricted Junior Payment permitted under Section 6.5; or (h) any Restricted Junior Payments expressly permitted by Section 6.5.

Transactions with Shareholders and Affiliates. Company shall notNo Loan Party will, and shall not nor will it permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 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 when taken as a whole are less favorable in any material respect 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 restrictions shall not apply to to: (ia) any transaction between Company and any of its Wholly Owned wholly-owned Restricted Subsidiaries or between any of its Wholly Owned wholly-owned Restricted Subsidiaries, ; (iib) reasonable and customary fees paid to members of the Boards Governing Bodies of Directors of Company 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 Restricted Subsidiaries and other compensation and benefit plans, (v) loans or advances to employees, arrangements for 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 entered into in the ordinary course course; (c) the performance by Company of business its obligations under the Sand Purchase Agreements and under the Conveyance of Undivided Mineral Interest; (viid) any agreements acquisitions or other Investments expressly permitted by Section 6.3; (e) transactions in respect of Subordinated Indebtedness with employees and directors entered into by the holders or lenders, as the case may be, of such Subordinated Indebtedness to the extent such transactions are otherwise permitted hereunder; (f) any intercompany loan from Company to Parent or any direct or indirect holding company of its Subsidiaries in the ordinary course of businessCompany comprising a Restricted Junior Payment permitted under Section 6.5; or (g) any Restricted Junior Payments expressly permitted by Section 6.5.

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 Parent or any of its Subsidiaries or with any Affiliate of Company Holdings or of any such holder, on terms taken as a whole that are less favorable to Company Holdings or that Subsidiary, as the case may be, than those that might be obtained available 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 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 Holdings and its Subsidiaries; (c) employment, (iii) transactions with Receivables Entities pursuant to a Permitted Receivables Transactioncompensation or indemnification arrangements for directors, (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 directorsconsultants, officers and other 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) loans or advances to officers, directors, consultants and employees otherwise permitted pursuant to Section 6.7 or guarantees in respect thereof or otherwise made on their behalf (including any payments on such guarantees), (e) the grant of options or similar rights to directors and employees of Holdings and its Subsidiaries, (f) payment of Subordinated Management Fees, Permitted Management Stock Repurchase Payments and other Restricted Junior Payments (or payments that would be Restricted Junior Payments but for the exceptions in the definition of such term) to the extent permitted by Section 6.5, (g) intercompany Indebtedness permitted by Section 6.1, and (h) transactions described in Schedule 6.12.

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. Company No Note Party shall, nor shall not, and shall not it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 105% or more of any class of equity Securities Capital Stock of Company or any of its Subsidiaries (or any Affiliate of such holder) or with any Affiliate of Company or of any such holder; provided, on however, that the Note Parties and their Subsidiaries may enter into or permit to exist any such transaction if both (i) Requisite Purchasers have consented thereto in writing prior to the consummation thereof and (ii) the terms that of such transaction are not less favorable to Company or that Subsidiary, as the case may be, than those that might be obtained at the time from Persons a Person who are is not such a holder or Affiliate; provided further; provided, that the foregoing restriction restrictions shall not apply to (ia) any transaction between among Company and any of its Wholly Wholly-Owned Subsidiaries Guarantor Subsidiary or between any of its Wholly Owned Subsidiaries, them; (iib) reasonable and customary fees paid to members of the Boards Board of Directors of Company and or any of 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 and customary 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 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 entered into in the ordinary course of business; (d) transactions described in Schedule 6.12; (e) the issuance of the Warrants and the exercise of any and all related rights by the Warrant Holder in connection therewith; and (f) any transaction under the Managed Company Documents, to the extent that Requisite Purchasers approved the terms of such Managed Company Documents and such Managed Company Documents are consistent with past practices of the Note Parties. Company shall disclose in writing each transaction with any holder of 5% or more of any class of Capital Stock of Company or any of its Subsidiaries or with any Affiliate of Company or of any such holder to Purchasers.

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 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 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 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 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 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 108 116 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 and Guarantors; or between any of its Wholly Owned Subsidiaries, wholly-owned Subsidiaries and Guarantors; (ii) reasonable and customary fees paid to members of the Boards of Directors of Company and its Subsidiaries, ; (iii) transactions with Receivables Entities pursuant fees payable to a Permitted Receivables TransactionBake▇ ▇▇▇ital Corp. and disclosed in the Preliminary Offering Memorandum of Company dated October 31, 1997; (iv) any issuance of securities, or other payments, awards or grants compensation payable to the Existing Shareholders pursuant to employment agreements between Company and such Existing Shareholders and disclosed in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options such Preliminary Offering Memorandum; and other benefit plans, (v) loans or advances reimbursement payments to employees, officers, consultants or directors of Company or any Subsidiary, (vi) Newco with respect to Newco's expenses incurred in connection with the payment of fees Recapitalization 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 businessrelated transactions.

Transactions with Shareholders and Affiliates. (i) Company and Borrowers shall not, and shall not permit any of its or their Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (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 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 Subsidiaries or between any of its Wholly Owned Subsidiaries, (iiB) reasonable and customary fees paid to members of the Boards Board of Directors of Company and its Subsidiaries, (iiiC) transactions with Receivables Entities pursuant to approved by a Permitted Receivables Transaction, (iv) any issuance majority of securities, the disinterested members of the Board of Directors 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 similar governing body of Company or any the applicable Subsidiary, (viD) transactions permitted under subsection 6.5, (E) the payment by ▇▇▇▇▇ Insurance, Ltd. to Holdings of fees and indemnities insurance settlement amounts received, consistent with past practices or (F) any transaction between or among Holdings, Company, any Borrower or any other Subsidiary, subject to directors, officers and employees the restrictions of subsection 6.9(ii) below. (ii) Company and its Subsidiaries in the ordinary course of business Borrowers shall not, and (vii) any agreements with employees and directors entered into by Company or shall not permit any of its or their Subsidiaries in to, directly or indirectly, enter into or permit to exist any transaction (including the ordinary course purchase, sale, lease or exchange or any property or the rendering of businessany service) between such Person and Holdings that is not consistent generally with past practices.

Transactions with Shareholders and Affiliates. Company Holdings shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 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 Holdings and any of its Wholly Owned wholly owned Subsidiaries or between any of its Wholly Owned wholly owned Subsidiaries, (ii) any payment from Company to Holdings expressly permitted under subsection 7.5, (iii) the payment of Management Fees to ▇▇▇▇ under the ▇▇▇▇ 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) any of the Recapitalization Transactions, 140 or (viii) reasonable and customary fees paid to members of the Boards of Directors of Company Holdings 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 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 notNo Loan Party will, and shall not nor will it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 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 when taken as a whole are less favorable in any material respect to Company or that Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not such a holder or Affiliate; provided that the foregoing restriction restrictions shall not apply to to: (ia) any transaction between Company and any of its Wholly Owned wholly-owned Subsidiaries or between any of its Wholly Owned wholly-owned Subsidiaries, ; (iib) reasonable and customary fees paid to members of the Boards Governing Bodies 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 Parent and its Subsidiaries and compensation and benefit arrangements for officers, directors and employees entered into in the ordinary course course; (c) the performance by Company of business its obligations under the Sand Purchase Agreements and under the Conveyance of Undivided Mineral Interest; (viid) [Reserved]; (e) any agreements acquisitions or other Investments expressly permitted by Section 6.3; (f) transactions in respect of Subordinated Indebtedness with employees and directors entered into by the holders or lenders, as the case may be, of such Subordinated Indebtedness to the extent such transactions are otherwise permitted hereunder; (g) any intercompany loan from Company to Parent or any direct or indirect holding company of its Subsidiaries in the ordinary course of businessCompany comprising a Restricted Junior Payment permitted under Section 6.5; or (h) any Restricted Junior Payments expressly permitted by Section 6.5.

Transactions with Shareholders and Affiliates. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including 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 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 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 on 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 Stock of Holdings or any of its Subsidiaries or with any Affiliate of Holdings or of any such holder to Agent.

Transactions with Shareholders and Affiliates. Company shall not, and shall not permit any of its Subsidiaries to(a) No Credit Party shall, 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 or any of its Subsidiaries 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 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 Owned Subsidiaries Restricted Subsidiary or between any of its Wholly Owned the Guarantor Subsidiaries, ; (iib) reasonable and customary fees paid to members of the Boards board of Directors directors (or similar governing body) of Company 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 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 compensation arrangements entered into in the ordinary course of business for officers and other employees of Company and its Subsidiaries; and (viid) transactions described in Schedule 6.13. (b) Each Credit Party will (i) maintain entity records and books of account separate from those of any agreements other entity which is an Affiliate of such Credit Party; (ii) not commingle its funds or assets with employees those of any other entity which is an Affiliate of such Credit Party, and (iii) provide that its board of directors entered into by Company or any other analogous governing body will hold all appropriate meetings to authorize and approve such Person's entity actions, which meetings will be separate from those of its Subsidiaries in the ordinary course of businessother Credit Parties.

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 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 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 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. (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 ▇▇▇▇▇ 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. (ii) 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 or any property or the rendering of any service) between such Person and Holdings that is materially adverse to the interests of the Lenders.

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 Capital Stock of Company or with any Affiliate of Company or of any such holder, on terms that are less favorable to Company or that Subsidiary, as the case may be, than those that might be obtained at the time from Persons who which are not such a holder or Affiliate; provided that the foregoing restriction shall not apply to to: (i) any transaction between (a) Company and any of its Subsidiary Guarantor that is a Wholly Owned Subsidiary or between any Subsidiary Guarantors that are Wholly Owned Subsidiaries or between any (b) Subsidiaries each of its Wholly Owned Subsidiaries, which is a Foreign Subsidiary; (ii) reasonable and customary fees paid to members of the Boards of Directors Governing Bodies of Company and its Subsidiaries, provided that such members are not employees, Affiliates (other than non-employee directors of any Loan Party), or employees of Affiliates of Company, Holdings or any Equity Investor; (iii) transactions with Receivables Entities pursuant indemnification payments 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 officers or directors of Company or any Subsidiary, of its Subsidiaries; (iv) transactions described on Schedule 7.9 annexed hereto; (v) any Restricted Junior Payment or Investment otherwise permitted hereby; and (vi) reasonable director, officer and employee compensation (including bonuses) and other benefits (including retirement, health insurance, stock option and benefit plans) and indemnification arrangements, in each case approved by the payment of fees and indemnities to directors, officers and employees Governing Body of Company and its Subsidiaries in or the ordinary course of business and (vii) any agreements with employees and directors entered into by Company or any of its Subsidiaries in applicable Subsidiary, as the ordinary course of businesscase may be.

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 No Loan Party shall, nor shall not, and shall not it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 10% or more of any class of equity Securities Capital Stock of the Company or any of its Subsidiaries or with any Affiliate of the Company or of any such holder; provided, on however, that the Loan Parties and their Subsidiaries may enter into or permit to exist any such transaction, subject to the approval of the Bankruptcy Court, if Required Lenders have consented thereto in writing prior to the consummation thereof and the terms that of such transaction are not less favorable to the Company or that Subsidiary, as the case may be, than those that might be obtained at the time from Persons a Person who are is not such a holder or Affiliate; further, provided that the foregoing restriction restrictions shall not apply to any of the following: (ia) any transaction between Company among the Loan Parties; (b) reimbursement of reasonable and any customary out-of-pocket expenses and payment of its Wholly Owned Subsidiaries or between any of its Wholly Owned Subsidiaries, (ii) reasonable and customary fees paid to members of the Boards Board of Directors (or similar governing body) of the Company 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 the Company and its Subsidiaries entered into in the ordinary course of business and business; (viid) any agreements transaction solely between Foreign Subsidiaries. the Company shall disclose in writing each transaction with employees and directors entered into by any holder of 10% or more of any class of Capital Stock of the Company or any of its Subsidiaries in or with any Affiliate of the ordinary course Company or of businessany such holder to Collateral 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 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, (A) in the case of any agreement or arrangement pursuant to which any Loan Party is obligated to pay any amounts to LGP (including any of its Affiliates other than Holdings), without the prior written consent of Administrative Agent, each of the Co-Syndication Agents and Requisite Lenders, and (B) in all other cases, on terms that are less favorable to Company or that Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not such a holder or Affiliate; provided that the foregoing restriction shall not apply to (i) any 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 reimbursement of expenses paid to members of the Boards of Directors Governing Bodies of Company and its Subsidiaries, (iii) the transactions with Receivables Entities pursuant contemplated by this Agreement and the Related Agreements to a Permitted Receivables Transactionoccur on or after the Closing Date (including, without limitation, payment of principal and interest on the UK Loan Notes and consummation of the Put/Call Agreements), (iv) any issuance indemnification payments to officers or directors 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 plansLoan Parties, (v) payments or loans or advances to employees, officers, consultants or directors employees which are approved by a majority of the Governing Body of Company or any Subsidiaryare made pursuant to agreements, arrangements or plans approved by a majority of the Governing Body of Company, (vi) any transaction as in effect as of the payment date hereof and set forth on Schedule 7.9, (vii) employment agreements of fees and indemnities to directors, officers and employees senior management of Company as in effect as of the date hereof or otherwise approved by the Governing Body of Company and its Subsidiaries in the ordinary course of business and (viiviii) any agreements with employees and directors entered into Restricted Junior Payment permitted by Company or any of its Subsidiaries in the ordinary course of businesssubsection 7.5.

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 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.