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 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 five percent (5%) or more of any class of Capital Stock of Company or any of its Restricted Subsidiaries or with any Affiliate of Company 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 arm’s length at the time from a Person who is not such a holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transactions among Subsidiary Guarantors; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Company and its Restricted Subsidiaries; (c) ordinary course compensation and severance arrangements for officers and other employees of Company and its Restricted Subsidiaries; (d) issuances of Capital Stock to officers and other employees of Company; (e) 23A Transactions and other transactions in connection with or related to Bank Activities; (f) Ordinary Course of Business Activities, including ordinary course cash management and working capital funding arrangements, tax arrangements, and provision of overhead expenses, but excluding any such transactions with Affiliates that are not Credit Parties or Wholly-Owned Subsidiaries of a Credit Party; (g) Restricted Junior Payments paid in Cash permitted by Section 6.4; (h) Investments in Company or a Restricted Subsidiary permitted by Section 6.6; (i) transactions (other than Investments in, Indebtedness or Asset Sales to or from) involving Care Investment Trust, Inc.; (j) transactions between and among Restricted Subsidiaries that are Wholly-Owned Subsidiaries of the Subsidiary Guarantors; (k) any accommodation lease arrangements arising from cross-border leasing transactions with a subsidiary that is not a Credit Party entered into in the Ordinary Course of Business Activities; (l) transactions among the Company and its Restricted Subsidiaries permitted by Section 6.8; and (m) ordinary course transactions between an owner trust, its Owner-Trustee and the beneficiary of the owner trust, solely to the extent such transactions relate to the operation and governance of the owner trust. Except as disclosed in public filings, Company shall disclose in writing each transaction with any holder of five percent (5%) or more of any class of Capital Stock of Company or any of its Restricted Subsidiaries or with any Affiliate of Company or of any such holder to Administrative Agent.

Transactions with Shareholders and Affiliates. No Credit Party Borrower shall, nor or shall it permit any of its Restricted Subsidiaries Borrower Subsidiary to, directly or indirectly, indirectly enter into or permit to exist any transaction (including including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder or holders of more than five percent (5%) or more of any class of Capital Stock equity Securities of Company or any of its Restricted Subsidiaries Borrower, or with any other Affiliate of Company or of any such holder, Borrower which is not its Subsidiary: (a) on terms that are less favorable to Company such Borrower or that Restricted such Borrower Subsidiary, as the case may beapplicable, than those that might be obtained at in an arm’s length transaction at the time from a Person Persons who is are not such a holder or Affiliate; (b) if such Affiliate transaction involves an amount in excess of $10,000,000, unless the terms of which are set forth in writing and a majority of the members of such Borrower or Borrower Subsidiary’s board of directors disinterested with respect to such Affiliate transaction have determined in good faith that the criteria set forth in clause (a) are satisfied and have approved the relevant Affiliate transaction as evidenced by a resolution of such board of directors; provided, that for purposes of this paragraph only, in the foregoing restriction shall not apply to (a) event of any transactions among Subsidiary Guarantors; (b) reasonable and customary fees paid to Affiliate transaction involving the Parent, those members of the board of directors (of the applicable Borrower or similar governing body) Borrower Subsidiary who are not Permitted Holders and are members of Company and its Restricted Subsidiariesthe board of directors of the Parent shall be deemed disinterested; or (c) ordinary course if such Affiliate transaction involves an amount in excess of (i) $10,000,000 in the case of any Affiliate transaction between the Parent, on the one hand, and any Borrower or any Borrower Subsidiary, on the other hand, or (ii) $20,000,000 in the case of any other Affiliate transaction, unless the board of directors of the applicable Borrower or Borrower Subsidiary shall also have received a written opinion from an Independent Qualified Party to the effect that such Affiliate transaction is fair, from a financial standpoint, to NMHG Holding and its Subsidiaries and the applicable Borrower or Borrower Subsidiary or not less favorable to NMHG Holding and its Subsidiaries and the applicable Borrower or Borrower Subsidiary than could reasonably be expected to be obtained at the time in an arm’s-length transaction with a Person who was not an Affiliate. Nothing contained in this Section 9.08 shall prohibit (w) any transaction expressly permitted by Sections 9.01, 9.02, 9.04, 9.05 and 9.06; (x) increases in compensation and severance arrangements benefits for officers and other employees of Company any Borrower or any Borrower Subsidiary which are customary in the industry or consistent with the past business practice of such Borrower or such Subsidiary, provided that no Event of Default or Default has occurred and its Restricted Subsidiariesis continuing; (dy) issuances payment of Capital Stock to officers customary directors’ fees and other employees of Companyindemnities; or (ez) 23A Transactions and other transactions in connection with or related to Bank Activities; (f) Ordinary Course of Business Activities, including ordinary course cash management and working capital funding arrangements, tax arrangements, and provision of overhead expenses, but excluding any such transactions with Affiliates that are not Credit Parties or Wholly-Owned Subsidiaries of a Credit Party; (g) Restricted Junior Payments paid in Cash permitted by Section 6.4; (h) Investments in Company or a Restricted Subsidiary permitted by Section 6.6; (i) transactions (other than Investments in, Indebtedness or Asset Sales to or from) involving Care Investment Trust, Inc.; (j) transactions between and among Restricted Subsidiaries that are Wholly-Owned Subsidiaries of the Subsidiary Guarantors; (k) any accommodation lease arrangements arising from cross-border leasing transactions with a subsidiary that is not a Credit Party entered into in the Ordinary Course of Business Activities; (l) transactions among the Company and its Restricted Subsidiaries permitted by Section 6.8; and (m) ordinary course transactions between an owner trust, its Owner-Trustee and the beneficiary of the owner trust, solely to the extent such transactions relate to the operation and governance of the owner trust. Except as disclosed in public filings, Company shall disclose in writing each transaction with any holder of five percent (5%) or more performance of any class of Capital Stock of Company or any of its Restricted Subsidiaries or with any Affiliate of Company or of any such holder to Administrative Agentobligations arising under the Loan Documents.

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 holder of five percent (5%) or more of any class of Capital Stock of Company or any of its Restricted Subsidiaries or with any Affiliate of Company or of any such holder, the Borrower on terms that are less favorable to Company the Borrower or that Restricted Subsidiary, as the case may be, than those that might be obtained at arm’s length at the time from a Person who is not such a holder or Affiliate; provided, provided that the foregoing restriction shall not apply to (ai) any transactions transaction between or among Subsidiary Guarantorsthe Borrower and any Guarantor; (bii) reasonable and customary fees paid to members of the board Board of directors (or similar governing body) Directors of Company the Borrower and its Restricted Subsidiaries; (ciii) ordinary course (a) reasonable and customary director, officer and employee compensation and severance arrangements for officers (including bonuses) and other employees of Company benefits (including retirement, health, stock option and its Restricted Subsidiaries; other benefit plans) and indemnification arrangements and (db) issuances of Capital Stock reasonable incentive bonuses payable to officers and other employees of Company; (e) 23A Transactions and other transactions in connection with dispositions of assets of the Borrower or related to Bank Activitiesits Subsidiaries, in each case approved by the Board of Directors of the Borrower; (fiv) Ordinary Course of Business Activities, including ordinary course cash management and working capital funding arrangements, tax arrangements, and provision of overhead expenses, but excluding any such transactions with Affiliates that are not Credit Parties or Wholly-Owned Subsidiaries of a Credit PartyPermitted Holdco Transaction; (gv) Restricted Junior Payments paid transactions or agreements between the Borrower and/or its Subsidiaries and Spinco and/or its Subsidiaries in Cash permitted by Section 6.4contemplation of or to effect the Spin-Off and in connection with the Pick Rights; (hvi) Investments in Company or a Restricted Subsidiary permitted transfer pricing payments by Section 6.6; (i) transactions (other than Investments in, Indebtedness or Asset Sales to or from) involving Care Investment Trust, Inc.; (j) transactions between and among Restricted Subsidiaries that are Wholly-Owned Subsidiaries of the Subsidiary Guarantors; (k) any accommodation lease arrangements arising from cross-border leasing transactions with a subsidiary that is not a Credit Party entered into in the Ordinary Course of Business Activities; (l) transactions among the Company and its Restricted Subsidiaries permitted by Section 6.8; and (m) ordinary course transactions between an owner trust, its Owner-Trustee and the beneficiary of the owner trust, solely to the extent such transactions relate to the operation and governance of the owner trust. Except as disclosed in public filings, Company shall disclose in writing each transaction with any holder of five percent (5%) or more of any class of Capital Stock of Company 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 Subsidiaries or 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 any Affiliate of Company or of any such holder respect to Administrative AgentInvestments in non-Guarantor Subsidiaries.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it Enter into or permit any of its Restricted 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 five percent (5%) % or more of any class of Capital Stock equity interests of Company Borrower or any of its Restricted Subsidiaries or Affiliates, or with any Affiliate of Company Borrower or of any such holder, if such transaction is (a) on terms that are less favorable to Company or that Restricted Subsidiary, as the case may be, Borrower than those terms that might be obtained at the time from Persons who are not such a holder, Subsidiary, or Affiliate, or (b) not negotiated in good faith on an arm’s length at basis, in each case, other than: (i) subject to the time from a Person who is not such a holder or Affiliate; providedManagement Fee Subordination Agreement, the foregoing restriction shall not apply execution, delivery and performance of the agreements evidencing the obligation of the Borrower to pay management fees to the Adviser, (aii) the obligation of Borrower to reimburse the Adviser or any transactions among Affiliate of the Adviser for any fees or expenses, (iii) [reserved], (iv) obligations of any Subsidiary Guarantors; of Borrower under such Subsidiary’s Governing Documents, (bv) reasonable and customary 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 Borrower to members a Subsidiary in connection with any financing of such asset), in the case of each of clauses (i) through (vi), such transactions shall be on terms and conditions consistent with past practices. Other than with respect to immaterial transactions, and transactions described in clauses (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 (or similar governing body) of Company Borrower shall determine that such transaction has been negotiated in good faith and its Restricted Subsidiaries; (c) ordinary course compensation and severance arrangements for officers and other employees of Company and its Restricted Subsidiaries; (d) issuances of Capital Stock to officers and other employees of Company; (e) 23A Transactions and other transactions in connection with or related to Bank Activities; (f) Ordinary Course of Business Activities, including ordinary course cash management and working capital funding arrangements, tax arrangements, and provision of overhead expenses, but excluding any such transactions with Affiliates that are not Credit Parties or Wholly-Owned Subsidiaries of a Credit Party; (g) Restricted Junior Payments paid in Cash permitted by Section 6.4; (h) Investments in Company or a Restricted Subsidiary permitted by Section 6.6; (i) transactions (other than Investments in, Indebtedness or Asset Sales to or from) involving Care Investment Trust, Inc.; (j) transactions between and among Restricted Subsidiaries that are Wholly-Owned Subsidiaries of the Subsidiary Guarantors; (k) any accommodation lease arrangements arising from cross-border leasing transactions with a subsidiary that is not a Credit Party entered into in the Ordinary Course of Business Activities; (l) transactions among the Company and its Restricted Subsidiaries permitted by Section 6.8; and (m) ordinary course transactions between on an owner trust, its Owner-Trustee and the beneficiary of the owner trust, solely to the extent such transactions relate to the operation and governance of the owner trust. Except as disclosed in public filings, Company shall disclose in writing each transaction with any holder of five percent (5%) or more of any class of Capital Stock of Company or any of its Restricted Subsidiaries or with any Affiliate of Company or of any such holder to Administrative Agentarm’s length basis.

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 material transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of five percent (5%) or more of any class of Capital Stock of Company or any of its Restricted Subsidiaries or with any Affiliate of Company or of any such holder, Borrower on terms that are less favorable to Company Borrower or that Restricted Subsidiary, as the case may be, than those that might be obtained at arm’s length at the time from a Person who is not such a holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transactions among Subsidiary Guarantorstransaction between Borrower and any Guarantor; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Company Borrower and its Restricted Subsidiaries; (c) ordinary course compensation and severance arrangements for officers and other employees of Company Borrower and its Restricted SubsidiariesSubsidiaries entered into in the ordinary course of business; (d) issuances of Capital Stock to officers and other employees of Companytransactions described in Schedule 6.11; (e) 23A Transactions and other transactions the payment of transaction expenses in connection with or related to Bank Activitiesthis Agreement; and (f) Ordinary Course entering into, making payments pursuant to and otherwise performing an indemnification and contribution agreement in favor of Business Activitiesany Person and each Person who is or becomes a director, including ordinary course cash management and working capital funding arrangementsofficer, tax arrangements, and provision of overhead expenses, but excluding any such transactions with Affiliates that are not Credit Parties agent or Wholly-Owned Subsidiaries of a Credit Party; (g) Restricted Junior Payments paid in Cash permitted by Section 6.4; (h) Investments in Company or a Restricted Subsidiary permitted by Section 6.6; (i) transactions (other than Investments in, Indebtedness or Asset Sales to or from) involving Care Investment Trust, Inc.; (j) transactions between and among Restricted Subsidiaries that are Wholly-Owned Subsidiaries employee of the Subsidiary Guarantors; (k) any accommodation lease arrangements arising from cross-border leasing transactions with a subsidiary that is not a Credit Party entered into in the Ordinary Course of Business Activities; (l) transactions among the Company and its Restricted Subsidiaries permitted by Section 6.8; and (m) ordinary course transactions between an owner trust, its Owner-Trustee and the beneficiary of the owner trust, solely to the extent such transactions relate to the operation and governance of the owner trust. Except as disclosed in public filings, Company shall disclose in writing each transaction with any holder of five percent (5%) or more of any class of Capital Stock of Company Borrower or any of its Restricted Subsidiaries Subsidiaries, in respect of liabilities (i) arising under the Securities Act, the Exchange Act and any other applicable securities laws or otherwise, in connection with any Affiliate offering of Company securities by Borrower, (ii) incurred to third parties for any action or failure to act of the Borrower 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 or any of its Subsidiaries, or is or was serving at the request of any such holder corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise or (iv) to Administrative Agentthe fullest extent permitted by Delaware or other applicable state law, arising out of any breach or alleged breach by such indemnitee of his or her fiduciary duty as a director or officer of the Borrower or any of 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 holder of five percent (5%) or more of any class of Capital Stock of Company or any of its Restricted Subsidiaries or with any Affiliate of Company or of any such holder, Borrower on terms that are less favorable to Company Borrower or that Restricted Subsidiary, as the case may be, than those that might be obtained at arm’s length 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, the foregoing restriction shall not apply to (a) any transactions among transaction between Borrower and any Guarantor Subsidiary (other than Real Estate Guarantors); (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Company Borrower and its Restricted Subsidiaries; (c) ordinary course compensation and severance arrangements for officers and other employees of Company Borrower and its Restricted SubsidiariesSubsidiaries entered into in the ordinary course of business; (d) issuances the provision of Capital Stock officers’ and directors’ indemnification and insurance in the ordinary course of business to officers and other employees of Companythe extent permitted by applicable law; (e) 23A Transactions and other transactions described in connection with or related to Bank ActivitiesSchedule 6.11; (f) Ordinary Course of Business Activities, including ordinary course cash management and working capital funding arrangements, tax arrangements, and provision of overhead expenses, but excluding any such transactions with Affiliates that are not Credit Parties Indebtedness may be incurred to the extent permitted by Section 6.1(n)(i) or Wholly-Owned Subsidiaries of a Credit PartySection 6.1(n)(ii); (g) Restricted Junior Payments paid in Cash Investments may be made to the extent permitted by Section 6.46.6(i); (h) Investments in Company sublease agreements between Real Estate Guarantors and any of the Credit Parties that operate a retail store, warehouse, distribution center or a Restricted Subsidiary permitted by Section 6.6other business on any Leasehold Property; (i) transactions (to the extent permitted by the other than Investments interms of this Agreement, Indebtedness or Asset Sales to or from) involving Care any Investment Trustby Sopris in the Equity Interests of the Borrower, Inc.; including any Specified Equity Contribution, and (j) transactions between and among Restricted Subsidiaries that are Wholly-Owned Subsidiaries of Indebtedness owed to Sopris pursuant to this Agreement, the Subsidiary Guarantors; First Lien Term Credit Agreement, the Second Lien Credit Agreement, any Term Loan Refinancing Indebtedness (k) any accommodation lease arrangements arising from cross-border leasing transactions with a subsidiary that is not a Credit Party entered into as defined in the Ordinary Course of Business Activities; (lFirst Lien Term Credit Agreement) transactions among the Company and its Restricted Subsidiaries permitted by Section 6.8; and (m) ordinary course transactions between an owner trust, its Owner-Trustee and the beneficiary of the owner trust, solely to the extent such transactions relate to the operation and governance of the owner trust. Except as disclosed in public filings, Company shall disclose in writing each transaction with and/or any holder of five percent (5%) or more of any class of Capital Stock of Company or any of its Restricted Subsidiaries or with any Affiliate of Company or of any such holder to Administrative AgentSeasonal Overadvance Facility.

Transactions with Shareholders and Affiliates. No Credit Party shallEach of Holdings and Company shall not, nor and shall it not permit any of its Restricted 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 five percent (5%) or more of any class of Capital Stock of Company or any of its Restricted Subsidiaries or with any Affiliate of Company or of any such holderPerson, on terms that are less favorable to Company such Person or that Restricted Subsidiary, as the case may be, than those that might be obtained at arm’s length at the time from a Person Persons who is are not such a holder or an Affiliate; provided, provided that the foregoing restriction shall not apply to (ai) any transactions among Subsidiary Guarantorstransaction between Company and any of its wholly-owned Subsidiaries or between any of its wholly-owned Subsidiaries; (bii) reasonable and customary fees paid to members of the board Boards of directors (or similar governing body) Directors of Company Holdings and its Restricted Subsidiaries; (ciii) ordinary course compensation and severance arrangements for officers issuances of stock, payments of bonuses and other employees transactions pursuant to employment or compensation agreements, stock option agreements, indemnification agreements and other arrangements, in each case satisfactory in form and substance to Agent and as in effect as of Company the Closing 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 Restricted Subsidiaries; (div) issuances payment of Capital Stock to officers consulting and other employees 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 between Company and/or any of its Subsidiaries and 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 effect from time to time among Holdings and its Subsidiaries; (viii) the issuance by Holdings of common stock to Yucaipa pursuant to Yucaipa's exercise of the warrant issued to it on the Closing Date by Holdings in connection with the acquisition of Company; (e) 23A Transactions and other transactions in connection with or related to Bank Activities; (f) Ordinary Course of Business Activities, including ordinary course cash management and working capital funding arrangements, tax arrangements, and provision of overhead expenses, but excluding any such transactions with Affiliates that are not Credit Parties or Wholly-Owned Subsidiaries of a Credit Party; (g) Restricted Junior Payments paid in Cash permitted by Section 6.4; (h) Investments in Company or a Restricted Subsidiary permitted by Section 6.6; (i) transactions (other than Investments in, Indebtedness or Asset Sales to or from) involving Care Investment Trust, Inc.; (jix) transactions between Company and among Restricted Subsidiaries that are Wholly-Owned Subsidiaries Holdings entered into pursuant to and in accordance with the Transfer and Assumption Agreement, and (x) a loan made by Company to RGC Investment Co., on the Closing Date in the original principal amount of $5,000,000, all of the Subsidiary Guarantors; (k) any accommodation lease arrangements arising from cross-border leasing transactions with a subsidiary that is not a Credit Party entered into proceeds of which loan will immediately be invested by RGC Investment Co. in the Ordinary Course of Business Activities; (l) transactions among the Company and its Restricted Subsidiaries permitted by Section 6.8; and (m) ordinary course transactions between an owner trustRGC Partners, its Owner-Trustee and the beneficiary of the owner trust, solely to the extent such transactions relate to the operation and governance of the owner trust. Except as disclosed in public filings, Company shall disclose in writing each transaction with any holder of five percent (5%) or more of any class of Capital Stock of Company or any of its Restricted Subsidiaries or with any Affiliate of Company or of any such holder to Administrative Agent.L.P.

Transactions with Shareholders and Affiliates. No Credit Party shallHoldings shall not, nor and shall it not 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 five percent (5%) % or more of any class of Capital Stock equity Securities of Company or any of its Restricted Subsidiaries Holdings or with any Affiliate of Company Holdings or of any such holder, on terms that are less favorable to Company Holdings or that Restricted Subsidiary, as the case may be, than those that might be obtained at arm’s length at the time from a Person Persons who is are not such a holder or Affiliate; provided, provided that the foregoing restriction shall not apply to (ai) any transactions among Subsidiary Guarantors; transaction between Holdings and any of its wholly owned Subsidiaries or between any of its wholly owned Subsidiaries, (bii) any payment from Company to Holdings expressly permitted under subsection 7.5, (iii) the payment of Management Fees to B▇▇▇ under the B▇▇▇ 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 Directors of 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 governing bodyto 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; provided, however, that with respect to (a) any other investment or transaction with Affiliates or any transaction with MD or its Subsidiaries or any purchaser of MD or its assets (in each case, so long as MD is an Affiliate), in each case 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 Company and its Restricted Subsidiaries; (c) ordinary course compensation and severance arrangements for officers and other employees of Company and its Restricted Subsidiaries; (d) issuances of Capital Stock to officers and other employees of Company; (e) 23A Transactions and other transactions shall determine in connection with or related to Bank Activities; (f) Ordinary Course of Business Activities, including ordinary course cash management and working capital funding arrangements, tax arrangements, and provision of overhead expenses, but excluding any good faith that such transactions with Affiliates Affiliate Transaction is on terms that are not Credit Parties or Wholly-Owned Subsidiaries of materially less favorable than those that might be reasonably obtained in a Credit Party; (g) Restricted Junior Payments paid in Cash permitted by Section 6.4; (h) Investments in Company or comparable transaction at such time on an arms’-length basis from a Restricted Subsidiary permitted by Section 6.6; (i) transactions (other than Investments in, Indebtedness or Asset Sales to or from) involving Care Investment Trust, Inc.; (j) transactions between and among Restricted Subsidiaries that are Wholly-Owned Subsidiaries of the Subsidiary Guarantors; (k) any accommodation lease arrangements arising from cross-border leasing transactions with a subsidiary Person that is not a Credit Party entered into in the Ordinary Course an Affiliate of Business Activities; (l) transactions among the Company and Holdings or any of its Restricted Subsidiaries permitted by Section 6.8; and (mb) ordinary course transactions between an owner trust, its Owner-Trustee and the beneficiary of the owner trust, solely to the extent such transactions relate to the operation and governance of the owner trust. Except as disclosed in public filings, Company shall disclose in writing each any other Investment or transaction with Affiliates or any holder transaction with MD or its Subsidiaries or any purchaser of five percent MD or its assets (5%) or more in each case, so long as MD is an Affiliate), in each case involving consideration in excess of any class $5,000,000, the Board of Capital Stock 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 stating that such Affiliate Transaction is on terms not 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 an Affiliate of Holdings or any of its Restricted Subsidiaries or with any Affiliate of Company or of any such holder to Administrative AgentSubsidiaries.

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 holder of five percent (5%) or more of any class of Capital Stock of Company or any of its Restricted Subsidiaries or with any Affiliate of Company or of any such holder, Borrower on terms that are less favorable to Company Borrower or that Restricted Subsidiary, as the case may be, than those that might be obtained at arm’s length 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, the foregoing restriction shall not apply to (a) any transactions among transaction between Borrower and any Guarantor Subsidiary (other than Real Estate Guarantors); (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Company Borrower and its Restricted Subsidiaries; (c) ordinary course compensation and severance arrangements for officers and other employees of Company Borrower and its Restricted SubsidiariesSubsidiaries entered into in the ordinary course of business; (d) issuances the provision of Capital Stock officers’ and directors’ indemnification and insurance in the ordinary course of business to officers and other employees of Companythe extent permitted by applicable law; (e) 23A Transactions and other transactions described in connection with or related to Bank ActivitiesSchedule 6.11; (f) Ordinary Course of Business ActivitiesIndebtedness may be incurred to the extent permitted by Sections 6.1(c)(i), including ordinary course cash management and working capital funding arrangements(n)(i), tax arrangements(n)(ii), and provision of overhead expenses, but excluding any such transactions with Affiliates that are not Credit Parties (p) or Wholly-Owned Subsidiaries of a Credit Party(r); (g) Restricted Junior Payments paid in Cash Investments may be made to the extent permitted by Section 6.46.6(i); (h) Investments in Company sublease agreements between Real Estate Guarantors and any of the Credit Parties that operate a retail store, warehouse, distribution center or a Restricted Subsidiary permitted by Section 6.6other business on any Leasehold Property; (i) transactions any Investment by a Restricted Sponsor Affiliate in (other than Investments inA) the Equity Interests of the Borrower (that are not Disqualified Equity Interests) and (B) 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), Indebtedness or Asset Sales to or from) involving Care Investment Trust, Inc.; and (j) transactions between and among Indebtedness owed to a Restricted Subsidiaries that are Wholly-Owned Subsidiaries of Sponsor Affiliate pursuant to this Agreement and/or the Subsidiary Guarantors; (k) any accommodation lease arrangements arising from cross-border leasing transactions with a subsidiary that is not a Second Lien Credit Party entered into in the Ordinary Course of Business Activities; (l) transactions among the Company and its Restricted Subsidiaries permitted by Section 6.8; and (m) ordinary course transactions between an owner trust, its Owner-Trustee and the beneficiary of the owner trust, solely to the extent such transactions relate to the operation and governance of the owner trust. Except as disclosed in public filings, Company shall disclose in writing each transaction with any holder of five percent (5%) or more of any class of Capital Stock of Company or any of its Restricted Subsidiaries or with any Affiliate of Company or of any such holder to Administrative AgentAgreement.

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 material transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of five percent (5%) or more of any class of Capital Stock of Company or any of its Restricted Subsidiaries or with any Affiliate of Company or of any such holder, the Borrower on terms that are less favorable to Company the Borrower or that Restricted Subsidiary, as the case may be, than those that might be obtained at arm’s length at the time from a Person who is not such a holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transactions among Subsidiary Guarantorstransaction between the Borrower and any Guarantor; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Company the Borrower and its Restricted Subsidiaries; (c) ordinary course compensation and severance arrangements for officers and other employees of Company the Borrower and its Restricted SubsidiariesSubsidiaries entered into in the ordinary course of business; (d) issuances of Capital Stock to officers and other employees of Companytransactions described in Schedule 6.11; (e) 23A Transactions and other transactions the payment of transaction expenses in connection with or related to Bank Activitiesthis Agreement; and (f) Ordinary Course entering into, making payments pursuant to and otherwise performing an indemnification and contribution agreement in favor of Business Activitiesany Person and each Person who is or becomes a director, including ordinary course cash management and working capital funding arrangementsofficer, tax arrangements, and provision of overhead expenses, but excluding any such transactions with Affiliates that are not Credit Parties agent or Wholly-Owned Subsidiaries of a Credit Party; (g) Restricted Junior Payments paid in Cash permitted by Section 6.4; (h) Investments in Company or a Restricted Subsidiary permitted by Section 6.6; (i) transactions (other than Investments in, Indebtedness or Asset Sales to or from) involving Care Investment Trust, Inc.; (j) transactions between and among Restricted Subsidiaries that are Wholly-Owned Subsidiaries employee of the Subsidiary Guarantors; (k) any accommodation lease arrangements arising from cross-border leasing transactions with a subsidiary that is not a Credit Party entered into in the Ordinary Course of Business Activities; (l) transactions among the Company and its Restricted Subsidiaries permitted by Section 6.8; and (m) ordinary course transactions between an owner trust, its Owner-Trustee and the beneficiary of the owner trust, solely to the extent such transactions relate to the operation and governance of the owner trust. Except as disclosed in public filings, Company shall disclose in writing each transaction with any holder of five percent (5%) or more of any class of Capital Stock of Company Borrower or any of its Restricted Subsidiaries Subsidiaries, in respect of liabilities (i) arising under the Securities Act, the Exchange Act and any other applicable securities laws or otherwise, in connection with any Affiliate offering of Company securities by the Borrower, (ii) incurred to third parties for any action or failure to act of the Borrower 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 or any of its Subsidiaries, or is or was serving at the request of any such holder corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise or (iv) to Administrative Agentthe fullest extent permitted by Delaware or other applicable state law, arising out of any breach or alleged breach by such indemnitee of his or her fiduciary duty as a director or officer of the Borrower or any of its Subsidiaries.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of Holding and its Restricted 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 five percent (5%) % or more of any class of Capital Stock equity securities of Company Holding or any of its Restricted Subsidiaries Borrower or with any Affiliate of Company Holding or Borrower or of any such holder, as the case may be, on terms that are less favorable to Company Holding or that Restricted Subsidiary, as the case may be, than those that might be 114 obtained at arm’s length at the time from a Person Persons who is are not such a holder or Affiliate; providedprovided 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 (ai) payment of Transaction Costs and payments permitted under subsection 6.5, (ii) any transactions among Subsidiary Guarantors; transaction between Borrower and any of its wholly-owned Subsidiaries (bother 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 (or similar governing body) Directors of Company Borrower and its Restricted Subsidiaries; , (civ) ordinary course compensation and severance reasonable financial advisory arrangements for officers and other employees of Company and its Restricted Subsidiaries; (d) issuances of Capital Stock to officers and other employees of Company; (e) 23A Transactions and other transactions in connection with or related to Bank Activities; (f) Ordinary Course of Business Activities, including ordinary course cash management and working capital funding arrangements, tax arrangements, and provision of overhead expenses, but excluding any such transactions with Affiliates that are not Credit Parties or Wholly-Owned Subsidiaries of a Credit Party; (g) Restricted Junior Payments paid in Cash permitted services rendered by Section 6.4; (h) Investments in Company or a Restricted Subsidiary permitted by Section 6.6; (i) transactions (other than Investments in, Indebtedness or Asset Sales to or from) involving Care Investment Trust, Inc.; (j) transactions between and among Restricted Subsidiaries that are Wholly-Owned Subsidiaries of the Subsidiary Guarantors; (k) any accommodation lease arrangements arising from cross-border leasing transactions with a subsidiary that is not a Credit Party entered into in the Ordinary Course of Business Activities; (l) transactions among the Company and its Restricted Subsidiaries permitted by Section 6.8; and (m) ordinary course transactions between an owner trust, its Owner-Trustee and the beneficiary of the owner trust, solely to the extent such transactions relate to the operation and governance of the owner trust. Except as disclosed in public filings, Company shall disclose in writing each transaction with any holder of five percent (5%) or more of any class of Capital Stock of Company ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any of its Restricted Subsidiaries Affiliates to Borrower or any of its Subsidiaries, (v) arms-length transactions in the ordinary course of business with any Affiliate other companies managed by MLCP or Stonington Partners, Inc., (vi) transactions between Borrower and BB Capital expressly permitted by this Agreement or (vii) allocation of Company or tax benefits in accordance with the terms of any such holder to Administrative Agentthe Tax Allocation 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 Restricted 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 five percent (5%) or more of any class of Capital Stock of Company or any of its Restricted Subsidiaries or with any Affiliate of Company or of any such holderPerson, on terms that are less favorable to Company such Person or that Restricted Subsidiary, as the case may be, than those that might be obtained at arm’s length at the time from a Person Persons who is are not such a holder or an Affiliate; provided, provided that the foregoing restriction shall not apply to (ai) any transaction between Company and any of its wholly-owned Subsidiaries or between any of its wholly-owned Subsidiaries, (ii) transactions among Subsidiary Guarantors; relating to the termination of the Consulting Agreement and the payment of a termination fee thereunder as described in subsection 4.1H, (biii) reasonable and customary fees paid to members of the board Boards of directors (or similar governing body) Directors of Company Holdings and its Restricted Subsidiaries; , (c) ordinary course compensation and severance arrangements for officers and other employees of Company and its Restricted Subsidiaries; (div) issuances of Capital Stock to officers and other employees stock, payments of Company; (e) 23A Transactions bonuses and other transactions in connection with pursuant to employment or related to Bank Activities; (f) Ordinary Course of Business Activitiescompensation agreements, including ordinary course cash management stock option agreements, indemnification agreements and working capital funding other arrangements, tax arrangementsin each case satisfactory in form and in substance to Agent and Arrangers and as in effect as of the Closing Date and unamended, and provision substantially similar agreements as may hereafter become effective, in each case with officers or directors who are Affiliates of overhead expensesHoldings or any of its Subsidiaries, but excluding (v) payment of consulting and other fees and expenses under the Management Agreement, as amended to the 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 repurchase of stock of Holdings from Company's stock option or other stock plan or participants in such transactions with Affiliates that are not Credit Parties or Wholly-Owned Subsidiaries of a Credit Party; (g) Restricted Junior Payments paid plan, in Cash permitted by Section 6.4; (h) Investments in Company or a Restricted Subsidiary permitted by Section 6.6; (i) transactions (other than Investments in, Indebtedness or Asset Sales to or from) involving Care Investment Trust, Inc.; (j) transactions between and among Restricted Subsidiaries that are Wholly-Owned Subsidiaries of the Subsidiary Guarantors; (k) any accommodation lease arrangements arising from cross-border leasing transactions with a subsidiary that is not a Credit Party entered into in the Ordinary Course of Business Activities; (l) transactions among the Company and its Restricted Subsidiaries permitted by Section 6.8; and (m) ordinary course transactions between an owner trust, its Owner-Trustee and the beneficiary of the owner trust, solely each case to the extent such transactions relate repurchases are required by the terms of such plan, (vii) payments by Holdings and its Subsidiaries pursuant to the operation Tax Sharing Agreement, and governance (viii) the issuance by Holdings of Holdings Common Stock to Yucaipa pursuant to Yucaipa's warrant issued to it on the owner trust. Except Acquisition Date by Holdings (as disclosed in public filingseffect on the Acquisition Date, Company shall disclose in writing each transaction with any holder of five percent (5%) or more of any class of Capital Stock of Company or any of its Restricted Subsidiaries or with any Affiliate of Company or of any such holder to Administrative Agentthe "YUCAIPA WARRANTS").

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 holder of five percent (5%) or more of any class of Capital Stock of Company or any of its Restricted Subsidiaries or with any Affiliate of Company or of any such holder, Borrower on terms that are less favorable to Company Borrower or that Restricted Subsidiary, as the case may be, than those that might be obtained at arm’s length 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, the foregoing restriction shall not apply to (a) any transactions among transaction between Borrower and any Guarantor Subsidiary (other than Real Estate Guarantors); (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Company Borrower and its Restricted Subsidiaries; (c) ordinary course compensation and severance arrangements for officers and other employees of Company Borrower and its Restricted SubsidiariesSubsidiaries entered into in the ordinary course of business; (d) issuances the provision of Capital Stock officers’ and directors’ indemnification and insurance in the ordinary course of business to officers and other employees of Companythe extent permitted by applicable law; (e) 23A Transactions and other transactions described in connection with or related to Bank ActivitiesSchedule 6.10; (f) Ordinary Course of Business ActivitiesIndebtedness may be incurred to the extent permitted by Section 6.1(c)(i), including ordinary course cash management Section 6.1(n)(i), Section 6.1(n)(ii) and working capital funding arrangements, tax arrangements, and provision of overhead expenses, but excluding any such transactions with Affiliates that are not Credit Parties or Wholly-Owned Subsidiaries of a Credit PartySection 6.1(p) ; (g) Restricted Junior Payments paid in Cash Investments may be made to the extent permitted by Section 6.46.6(i); (h) Investments in Company sublease agreements between Real Estate Guarantors and any of the Credit Parties that operate a retail store, warehouse, distribution center or a Restricted Subsidiary permitted by Section 6.6other business on any Leasehold Property; (i) transactions any Investment by a Restricted Sponsor Affiliates in (other than Investments in, A) the Equity Interests of the Borrower (that are not Disqualified Equity Interests) and (B) debt Securities (that are not Disqualified Equity Interests) that are otherwise permitted to be issued by Borrower in connection with Indebtedness or Asset Sales permitted to or frombe incurred under Section 6.1(o) involving Care Investment Trust, Inc.; and (j) transactions between and among Indebtedness owed to Restricted Subsidiaries that are Wholly-Owned Subsidiaries of Sponsor Affiliate pursuant to this Agreement and/or the Subsidiary Guarantors; (k) any accommodation lease arrangements arising from cross-border leasing transactions with a subsidiary that is not a First Lien Credit Party entered into in the Ordinary Course of Business Activities; (l) transactions among the Company and its Restricted Subsidiaries permitted by Section 6.8; and (m) ordinary course transactions between an owner trust, its Owner-Trustee and the beneficiary of the owner trust, solely to the extent such transactions relate to the operation and governance of the owner trust. Except as disclosed in public filings, Company shall disclose in writing each transaction with any holder of five percent (5%) or more of any class of Capital Stock of Company or any of its Restricted Subsidiaries or with any Affiliate of Company or of any such holder to Administrative AgentAgreement.

Transactions with Shareholders and Affiliates. No Credit Party shallA. Borrower shall not, nor and shall it not 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 five percent (5%) % or more of any class of Capital Stock equity Securities of Company or any of its Restricted Subsidiaries Borrower or with any Affiliate of Company Borrower or of any such holder, on terms that are less favorable to Company Borrower or that Restricted Subsidiary, as the case may be, than those that might be obtained at arm’s length at the time from a Person Persons who is are not such a holder or Affiliate; provided, PROVIDED that the foregoing restriction shall not apply to (ai) any transactions among transaction between Borrower and any of its wholly-owned domestic Subsidiaries that are Subsidiary Guarantors or between any of its wholly-owned domestic Subsidiaries that are Subsidiary Guarantors; , (bii) reasonable and customary fees paid to members of the board Governing Bodies of directors (or similar governing body) of Company Borrower and its Restricted Subsidiaries; , (ciii) ordinary course compensation so long as no Potential Event of Default or Event of Default shall have occurred and severance arrangements for officers be continuing or would arise as a result thereof, a monitoring fee paid by Borrower to Affiliates of Veritas in an aggregate amount not to exceed $300,000 per year, (iv) payments made to Parent pursuant to Sections 2.5. 5.14(b) and other employees of Company and its Restricted Subsidiaries; (d) issuances of Capital Stock to officers and other employees of Company; (e) 23A Transactions and other transactions in connection with or related to Bank Activities; (f) Ordinary Course of Business Activities, including ordinary course cash management and working capital funding arrangements, tax arrangements, and provision of overhead expenses, but excluding any such transactions with Affiliates that are not Credit Parties or Wholly-Owned Subsidiaries of a Credit Party; (g) Restricted Junior Payments paid in Cash permitted by Section 6.4; (h) Investments in Company or a Restricted Subsidiary permitted by Section 6.6; (i) transactions (other than Investments in, Indebtedness or Asset Sales to or from) involving Care Investment Trust, Inc.; (j) transactions between and among Restricted Subsidiaries that are Wholly-Owned Subsidiaries 9.3 of the Subsidiary Guarantors; Combination Agreement and as otherwise provided in subsection 7.10B, or (kv) any accommodation lease arrangements arising from cross-border leasing transactions with a subsidiary that payments made to Parent and certain Affiliates of Parent pursuant to the Ancillary Agreements (as such term is not a Credit Party entered into defined in the Ordinary Course Combination Agreement). B. If any payments on account of Business Activities; (l) transactions among Excluded A/R are received by Borrower, Borrower shall be permitted to make a payment to Parent in an amount up to the Company and its Restricted Subsidiaries permitted by amount so received, in satisfaction of Borrower's obligations under Section 6.8; and (m) ordinary course transactions between an owner trust, its Owner-Trustee and the beneficiary 5.14 of the owner trust, solely to the extent such transactions relate to the operation and governance Combination Agreement. All amounts received by Borrower on account of Excluded A/R shall not be applied against any of the owner trust. Except as disclosed Obligations and Borrower shall be permitted to make such payments to Parent notwithstanding the occurrence of an Event of Default or Potential Default and notwithstanding any covenant or agreement in public filings, Company shall disclose in writing each transaction with any holder of five percent (5%) or more of any class of Capital Stock of Company or any of its Restricted Subsidiaries the Loan Documents that might otherwise prevent, condition or with any Affiliate of Company or of any limit such holder to Administrative Agentpayments.

Transactions with Shareholders and Affiliates. No Credit Party shallCompany shall not, nor and shall it not permit any of its Restricted 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 five percent (5%) or more of any class of Capital Stock of Company or any of its Restricted Subsidiaries or with any Affiliate of Company or of any such holderCompany, on terms that are less favorable to Company or that Restricted Subsidiary, as the case may be, than those that might be obtained at arm’s length at the time from a Person Persons who is are not such a holder or an Affiliate; provided, provided that the foregoing restriction shall not apply to (ai) any transactions among Subsidiary Guarantorstransaction between Company and any of its wholly-owned Subsidiaries or between any of its wholly-owned Subsidiaries; (bii) reasonable and customary fees paid to members of the board Boards of directors (or similar governing body) Directors of Company and its Restricted Subsidiaries; (c) ordinary course compensation and severance arrangements for officers and other employees of Company and its Restricted Subsidiaries; (diii) issuances of Capital Stock to officers and other employees stock, payments of Company; (e) 23A Transactions bonuses and other transactions in connection with pursuant to employment or related to Bank Activities; (f) Ordinary Course of Business Activitiescompensation agreements, including ordinary course cash management stock option agreements, indemnification agreements, severance agreements and working capital funding other arrangements, tax arrangementsin each case as in effect as of the Closing Date and unamended, and provision of overhead expensessubstantially similar agreements as may hereafter become effective, but excluding any such transactions in each case with officers or directors who are Affiliates that are not Credit Parties or Wholly-Owned Subsidiaries of a Credit Party; (g) Restricted Junior Payments paid in Cash permitted by Section 6.4; (h) Investments in Company or a Restricted Subsidiary permitted by Section 6.6; (i) transactions (other than Investments in, Indebtedness or Asset Sales to or from) involving Care Investment Trust, Inc.; (j) transactions between and among Restricted Subsidiaries that are Wholly-Owned Subsidiaries of the Subsidiary Guarantors; (k) any accommodation lease arrangements arising from cross-border leasing transactions with a subsidiary that is not a Credit Party entered into in the Ordinary Course of Business Activities; (l) transactions among the Company and its Restricted Subsidiaries permitted by Section 6.8; and (m) ordinary course transactions between an owner trust, its Owner-Trustee and the beneficiary of the owner trust, solely to the extent such transactions relate to the operation and governance of the owner trust. Except as disclosed in public filings, Company shall disclose in writing each transaction with any holder of five percent (5%) or more of any class of Capital Stock of Company or any of its Restricted Subsidiaries or Subsidiaries; (iv) payment of consulting and other fees and expenses and the reimbursement of losses, costs and expenses under the Management Agreement, as amended in accordance with any Affiliate of Company or of any such holder subsection 7.15A, and in form and substance satisfactory to Administrative Agent; (v) payments by Company and its Subsidiaries pursuant to tax sharing agreements in effect from time to time among Company and its Subsidiaries; or (vi) the issuance by Company of common stock to Yucaipa pursuant to Yucaipa's exercise of the Yucaipa Warrant.

Transactions with Shareholders and Affiliates. (a) 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 holder (other than any Excluded Holder) of five percent (5%) or more of any class of Capital Stock of Company Holdings or any of its Restricted Subsidiaries or with any Affiliate of Company Holdings or of any such holder, on terms that are less favorable to Company Holdings or that Restricted Subsidiary, as the case may be, than those that might be obtained at arm’s length at the time from a Person who is not such a holder or Affiliate; provided, the foregoing restriction shall not apply to (ai) any transactions among transaction between Holdings and any Subsidiary Guarantorsof Holdings that is otherwise permitted under this Agreement; (bii) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Company and its Restricted SubsidiariesHoldings; (ciii) ordinary course compensation and severance arrangements for officers and other employees of Company Holdings and its Restricted Subsidiaries; (d) issuances of Capital Stock to officers and other employees of Company; (e) 23A Transactions and other transactions in connection with or related to Bank Activities; (f) Ordinary Course of Business Activities, including ordinary course cash management and working capital funding arrangements, tax arrangements, and provision of overhead expenses, but excluding any such transactions with Affiliates that are not Credit Parties or Wholly-Owned Subsidiaries of a Credit Party; (g) Restricted Junior Payments paid in Cash permitted by Section 6.4; (h) Investments in Company or a Restricted Subsidiary permitted by Section 6.6; (i) transactions (other than Investments in, Indebtedness or Asset Sales to or from) involving Care Investment Trust, Inc.; (j) transactions between and among Restricted Subsidiaries that are Wholly-Owned Subsidiaries of the Subsidiary Guarantors; (k) any accommodation lease arrangements arising from cross-border leasing transactions with a subsidiary that is not a Credit Party entered into in the Ordinary Course ordinary course of Business Activitiesbusiness; (liv) transactions among the Company customary indemnification agreements with officers and its Restricted Subsidiaries permitted by Section 6.8directors; and (mv) ordinary course transactions between any transaction with any Silver Point Party solely in its capacity as an owner trust, its Owner-Trustee and Agent hereunder or as agent under the beneficiary of Second Lien Credit Documents or the owner trust, solely Third Lien Documents. Holdings shall use commercially reasonable efforts to the extent such transactions relate to the operation and governance of the owner trust. Except as disclosed in public filings, Company shall promptly disclose in writing (and in any event shall disclose on a quarterly basis no later than the time the materials referred to in Section 5.1(b) are required to be delivered to Administrative Agent) each transaction with any holder (other than any Excluded Holder) of five percent (5%) or more of any class of Capital Stock of Company Holdings or any of its Restricted Subsidiaries or with any Affiliate of Company Holdings or of any such holder (in each case, other than a Subsidiary of Holdings) to Administrative Agent. (b) No Credit Party shall enter into, or permit any of its Subsidiaries to enter into, any Intercompany Arrangements, on terms and conditions, taken as a whole, other than those that are fair and reasonable and no less favorable to such Credit Party or such Subsidiary than would be obtained in a comparable arm’s length transaction with a Person not an Affiliate of a Borrower or such Subsidiary, and which are disclosed in writing to the Administrative Agent.

Transactions with Shareholders and Affiliates. No Credit Party shallEach Borrower shall not, nor and shall it not permit any of its Restricted Subsidiaries to, directly do any of the following: (a) make any Investment in an Affiliate of the Parent which Affiliate is not a Borrower; (b) transfer, sell, lease, assign or indirectly, enter otherwise dispose of any asset to any Affiliate of the Parent which is not a Borrower; (c) merge into or permit to exist any transaction (including the consolidate with or purchase, saleexchange, lease or exchange otherwise acquire assets from any Affiliate of the Parent, other than a Borrower; (d) repay any Indebtedness to any Affiliate of the Parent, other than a Borrower; or (e) enter into any other transaction directly or indirectly with or for the benefit of any property or Affiliate of the rendering Parent which is not a Borrower (including guaranties and assumptions of obligations of any servicesuch Affiliate) with any holder except, in the case of five percent clause (5%e), for (i) or more salaries and other bona fide employee compensation to officers of any class of Capital Stock of Company the Parent or any of its Restricted Subsidiaries or with any Affiliate Subsidiaries, (ii) stock options and stock issuance agreements involving only issuance of Company or Stock of any such holderthe Parent, on terms that are less favorable to Company or that Restricted Subsidiary, as the case may be, than those that might be obtained at arm’s length at the time from a Person who is not such a holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transactions among Subsidiary Guarantors; (biii) reasonable and customary fees paid to and indemnification of members of the board Boards of directors Directors of the Borrowers, (iv) amounts paid by the Parent or similar governing bodySC to Brentwood Private Equity LLP in accordance with the Administrative Services Agreement to the extent permitted under Section 7.4, (v) amounts paid to DLJ or its Affiliates under that certain engagement letter, dated May 10, 1999, between DLJ and the Parent; (vi) amounts paid to Bank of America (for the account of Brentwood) under the BofA L/C Facility in reimbursement of amounts actually paid by Brentwood to Bank of America under Brentwood's 100% participation interest in the BofA L/C Facility upon the occurrence of an "Event of Default" thereunder; (vii) loans or advances permitted under clause (iii) or (v) of Company and its Restricted Subsidiaries; (c) ordinary course compensation and severance arrangements for officers and other employees of Company and its Restricted Subsidiaries; (d) issuances of Capital Stock to officers and other employees of Company; (e) 23A Transactions and other transactions in connection with or related to Bank Activities; (f) Ordinary Course of Business Activities, including ordinary course cash management and working capital funding arrangements, tax arrangements, and provision of overhead expenses, but excluding any such transactions with Affiliates that are not Credit Parties or Wholly-Owned Subsidiaries of a Credit Party; (g) Restricted Junior Payments paid in Cash permitted by Section 6.4; (h) Investments in Company or a Restricted Subsidiary permitted by Section 6.6; (i) transactions (other than Investments in, Indebtedness or Asset Sales to or from) involving Care Investment Trust, Inc.; (j) transactions between and among Restricted Subsidiaries that are Wholly-Owned Subsidiaries of the Subsidiary Guarantors; (k) any accommodation lease arrangements arising from cross-border leasing transactions with a subsidiary that is not a Credit Party entered into in the Ordinary Course of Business Activities; (l) transactions among the Company and its Restricted Subsidiaries permitted by Section 6.87.7; and (mviii) ordinary course transactions between an owner trust, its Owner-Trustee and the beneficiary any Restricted Junior Payment permitted pursuant to clause (a) of the owner trustproviso to Section 7.4. Each Borrower shall not amend, solely to the extent such transactions relate to the operation and governance 111 121 modify or waive any provision of the owner trust. Except as disclosed in public filings, Company shall disclose in writing each transaction with any holder Administrative Services Agreement without the prior written consent of five percent (5%) or more of any class of Capital Stock of Company or any of its Restricted Subsidiaries or with any Affiliate of Company or of any such holder to Administrative the Agent.

Transactions with Shareholders and Affiliates. No Credit Party shallCompany shall not, nor and shall it not permit any of its Restricted 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 five percent (5%) or more of any class of Capital Stock of Company or any of its Restricted Subsidiaries or with any Affiliate of Company or of any such holderCompany, on terms that are less favorable to Company or that Restricted Subsidiary, as the case may be, than those that might be obtained at arm’s length at the time from a Person Persons who is are not such a holder or an Affiliate; provided, provided that the foregoing restriction shall not apply to (ai) any transactions among Subsidiary Guarantorstransaction between Company and any of its wholly-owned Subsidiaries or between any of its wholly-owned Subsidiaries; (bii) reasonable and customary fees paid to members of the board Boards of directors (or similar governing body) Directors of Company and its Restricted Subsidiaries; (c) ordinary course compensation and severance arrangements for officers and other employees of Company and its Restricted Subsidiaries; (diii) issuances of Capital Stock to officers and other employees stock, payments of Company; (e) 23A Transactions bonuses and other transactions in connection with pursuant to employment or related to Bank Activities; (f) Ordinary Course of Business Activitiescompensation agreements, including ordinary course cash management stock option agreements, indemnification agreements, severance agreements and working capital funding other arrangements, tax arrangementsin each case as in effect as of the Closing Date and unamended, and provision of overhead expensessubstantially similar agreements as may hereafter become effective, but excluding any such transactions in each case with officers or directors who are Affiliates that are not Credit Parties or Wholly-Owned Subsidiaries of a Credit Party; (g) Restricted Junior Payments paid in Cash permitted by Section 6.4; (h) Investments in Company or a Restricted Subsidiary permitted by Section 6.6; (i) transactions (other than Investments in, Indebtedness or Asset Sales to or from) involving Care Investment Trust, Inc.; (j) transactions between and among Restricted Subsidiaries that are Wholly-Owned Subsidiaries of the Subsidiary Guarantors; (k) any accommodation lease arrangements arising from cross-border leasing transactions with a subsidiary that is not a Credit Party entered into in the Ordinary Course of Business Activities; (l) transactions among the Company and its Restricted Subsidiaries permitted by Section 6.8; and (m) ordinary course transactions between an owner trust, its Owner-Trustee and the beneficiary of the owner trust, solely to the extent such transactions relate to the operation and governance of the owner trust. Except as disclosed in public filings, Company shall disclose in writing each transaction with any holder of five percent (5%) or more of any class of Capital Stock of Company or any of its Restricted Subsidiaries; (iv) payment 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) the payment of fees and expenses to Yucaipa or its affiliates and designees and other holders of capital stock of Smitty's in connection with the Acquisition, in each case in amounts that are satisfactory to Agent; (vi) payments by Company and its Subsidiaries pursuant to tax sharing agreements in effect from time to time among Company and its Subsidiaries; or with any Affiliate (vii) the issuance by Company of Company or common stock to Yucaipa pursuant to Yucaipa's exercise of any such holder to Administrative Agentthe Yucaipa Warrant.

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 holder of five percent (5%) 10% or more of any class of Capital Stock of Company Holdings or any of its Restricted Subsidiaries or with any Affiliate of Company Holdings or of any such holder, on terms that taken as a whole are materially less favorable to Company Holdings or that Restricted Subsidiary, as the case may be, than those that might be obtained at arm’s length at the time from a Person who is not such a holder or Affiliate; provided, the foregoing restriction shall not apply to to: (a) any transaction between Company and any Guarantor Subsidiary, and transactions among Subsidiary Guarantors; Foreign Subsidiaries; (b) reasonable and customary fees paid to members of the board governing body of directors (or similar governing body) of Company Holdings and its Restricted Subsidiaries; ; (c) ordinary course compensation and severance arrangements for officers and other employees of Company and its any Restricted Subsidiaries; Junior Payment permitted by Section 6.5; (d) issuances of Capital Stock loans or advances to officers and other employees of Company; permitted by Section 6.7(i); (e) 23A Transactions reasonable fees and compensation, benefits and incentive arrangements paid or provided to, and any indemnities provided to, officers, directors and employees of any Parent Company or any of its Subsidiaries as determined in good faith by the governing body of any Parent Company or Company; (f) the existence of, or the performance by any Parent Company or any of its Subsidiaries of their obligations under the terms of, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the date hereof and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by any Parent Company or any of its Subsidiaries of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the date hereof shall only be permitted by this clause to the extent that the terms of any such amendment or new agreement are not disadvantageous to Agents or Lenders in any material respect; (g) any management, financial advisory, financing, underwriting or placement services or any other investment banking, banking or similar services involving any Parent Company or any of its Subsidiaries (including without limitation any payments in cash, Capital Stock or other consideration made by any Parent Company or any of its Subsidiaries in connection therewith) on the one hand and the Sponsors on the other hand, which services (and payments and other transactions in connection with therewith) are approved by a majority of the members of the governing body of any Parent Company or related Company in good faith; and (h) the issuance or sale of any Capital Stock by Holdings other than to Bank Activities; (f) Ordinary Course of Business Activities, including ordinary course cash management and working capital funding arrangements, tax arrangements, and provision of overhead expenses, but excluding any such transactions with Affiliates that are not Credit Parties or Wholly-Owned Subsidiaries of a Credit Party; (g) Restricted Junior Payments paid in Cash permitted by Section 6.4; (h) Investments in Company or a Restricted Subsidiary permitted by Section 6.6; (i) transactions (other than Investments in, Indebtedness or Asset Sales to or from) involving Care Investment Trust, Inc.; (j) transactions between and among Restricted Subsidiaries that are Wholly-Owned Subsidiaries of the Subsidiary Guarantors; (k) any accommodation lease arrangements arising from cross-border leasing transactions with a subsidiary that is not a Credit Party entered into in the Ordinary Course of Business Activities; (l) transactions among the Company and its Restricted Subsidiaries permitted by Section 6.8; and (m) ordinary course transactions between an owner trust, its Owner-Trustee and the beneficiary of the owner trust, solely to the extent such transactions relate to the operation and governance of the owner trust. Except as disclosed in public filings, Company shall disclose in writing each transaction with any holder of five percent (5%) or more of any class of Capital Stock of Company or any of its Restricted Subsidiaries or with any Affiliate of Company or of any such holder to Administrative Agent.

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 holder of five percent (5%) 10% or more of any class of Capital Stock of Company Parent Borrower or any of its Restricted Subsidiaries (other than Lender, AMC and each of their affiliates, including any direct or indirect beneficial owner of AMC) or with any Affiliate of Company Parent Borrower or of any such holder; provided that, on the Credit Parties and their Subsidiaries may enter into or permit to exist any such transaction if (i) in respect of any transaction involving aggregate annual revenues or aggregate annual expenses (whichever is greater) in excess of $1,000,000, the Requisite Lenders have consented to such transaction and (ii) the terms that of such transaction are not less favorable to Company Parent Borrower or that Restricted Subsidiary, as the case may be, than those that might be obtained at arm’s length at the time from a Person who is not such a holder or Affiliate; provided, further, that the foregoing restriction restrictions shall not apply to (a) any transactions among transaction between Parent Borrower and any Guarantor Subsidiary Guarantors(other than RLJ Australia); (b) to the extent permitted by Section 6.4(a)(ii), reasonable and customary fees paid to members of the board of directors (or similar governing body) of Company Parent Borrower and its Restricted Subsidiaries; (c) ordinary course compensation and severance arrangements for officers and other employees of Company Parent Borrower and its Restricted SubsidiariesSubsidiaries entered into in the ordinary course of business; (d) issuances ordinary course trade payables of Capital Stock Parent Borrower and/or its Subsidiaries that are held by Affiliates of Parent Borrower from time to officers and other employees of Companytime; (e) 23A Transactions to the extent permitted pursuant to Section 6.4(a), in an aggregate amount not to exceed $350,000 in any Fiscal Year to pay the salaries, fees and other transactions in connection with or related to Bank Activitiesexpenses of Parent Borrower; (f) Ordinary Course of Business Activities, including ordinary course cash management transactions described in Schedule 6.11 and working capital funding arrangements, tax arrangements, and provision of overhead expenses, but excluding any such transactions with Affiliates that are not Credit Parties or Wholly-Owned Subsidiaries of a Credit Party; (g) Restricted Junior Payments paid in Cash permitted by Section 6.4; (h) Investments in Company or a Restricted Subsidiary permitted by Section 6.6; (i) transactions (other than Investments in, Indebtedness or Asset Sales to or from) involving Care Investment Trust, Inc.; (j) transactions between and among Restricted Subsidiaries that are Wholly-Owned Subsidiaries of the Subsidiary Guarantors; (k) any accommodation lease arrangements arising from cross-border leasing transactions with a subsidiary that is not a Credit Party AMC; provided that, in addition to the foregoing, any transaction (including any Permitted Service Agreement) between Parent Borrower or any Subsidiary of Parent Borrower, on the one hand, and any ACL Group member, on the other hand, shall only be entered into in the Ordinary Course of Business Activities; (l) transactions among the Company and its Restricted Subsidiaries permitted by Section 6.8; and (m) ordinary course transactions between an owner trustpursuant to a written agreement, its Owner-Trustee and the beneficiary of the owner trust, solely which agreement shall be delivered to Administrative Agent prior to the extent such transactions relate to the operation and governance of the owner trusteffectiveness thereof. Except as disclosed in public filings, Company Parent Borrower shall disclose in writing each transaction with any holder of five percent (5%) % or more of any class of Capital Stock of Company Parent Borrower (other than AMC or any subsidiary of AMC that is a parent entity to Parent Borrower) or any of its Restricted Subsidiaries or with any Affiliate of Company Parent Borrower or of any such holder to Administrative AgentAgent and the Lenders.

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 holder of five percent (5%) or more of any class of Capital Stock of Company or any of its Restricted Subsidiaries or with any Affiliate of Company Atlantic Power or of any such holder, Holdings on terms that are less favorable to Company Borrower or that Restricted such Subsidiary, as the case may be, than those that might be obtained at arm’s length at the time from a Person who is not such a holder or an Affiliate; provided, the foregoing restriction shall not apply to (a) any transactions transaction (x) between or among Subsidiary Borrower and/or any Guarantors and (y) among Subsidiaries of Borrower that are not Guarantors; (b) any indemnity provided to and any reasonable and customary fees paid to members of (i) in the case of Borrower, the board of directors (or similar governing body) of Company the General Partner, acting on behalf of Borrower and its Restricted Subsidiaries(ii) in the case of any Subsidiary of Borrower, the board of directors (or similar governing body) of such Subsidiary; (c) ordinary course compensation (i) compensation, benefits and severance indemnification arrangements for officers and other employees of Company Borrower and its Restricted SubsidiariesSubsidiaries entered into in the ordinary course of 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 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 (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 Section 6.6; (d) issuances of Capital Stock transactions described in Schedule 6.11 (as in effect on the Effective Date without giving effect to officers and other employees of Companyany amendment thereto); (e) (i) 23A Transactions any purchase by Holdings of Equity Interests of Borrower or any contribution by Holdings to the equity capital of Borrower and other transactions in connection with or related (ii) any acquisition of Equity Interests of Holdings and any contribution by any equity holder of Holdings to Bank Activitiesthe equity capital of Holdings; (f) Ordinary Course of Business Activities, including ordinary course cash management and working capital funding arrangements, tax arrangements, and provision of overhead expenses, but excluding any such transactions with Affiliates that are not Credit Parties or Wholly-Owned Subsidiaries of a Credit Party; (g) Restricted Junior Payments paid in Cash permitted by Section 6.4; (h) , Investments in Company or a Restricted Subsidiary permitted by Section 6.6; (i) transactions , and Indebtedness (other than Investments in, Indebtedness or Asset Sales to or from) involving Care Investment Trust, Inc.; (j) transactions between and among Restricted Subsidiaries that are Wholly-Owned Subsidiaries of owned by the Subsidiary Guarantors; (k) any accommodation lease arrangements arising from cross-border leasing transactions with a subsidiary that is not a Credit Party entered into in the Ordinary Course of Business Activities; (l) transactions among the Company Sponsor and its Restricted Subsidiaries Affiliates) permitted by Section 6.86.1; and (mg) ordinary course transactions between an owner trust, its Owner-Trustee and the beneficiary of the owner trust, solely to the extent such transactions relate to the operation and governance of the owner trust. Except as disclosed in public filings, Company shall disclose in writing each transaction with any holder of five percent (5%) or more entering into of any class of Capital Stock of Company tax sharing agreement or any of its Restricted Subsidiaries or similar arrangement consistent with any Affiliate of Company or of any such holder to Administrative AgentSection 6.4(b).

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 holder of five percent (5%) or more of any class of Capital Stock of Company or any of its Restricted Subsidiaries or with any Affiliate of Company or of any such holder, Borrower on terms that are materially less favorable favorable, taken as a whole (as determined in good faith by Borrower), to Company Borrower or that Restricted Subsidiary, as the case may be, than those that might be obtained at in an arm’s length at the time from transaction with a Person who that is not such a holder or an Affiliate; provided, the foregoing restriction shall not apply to to (a) any transactions transaction between Borrower and any Guarantor or between or among Subsidiary Guarantors; (b) reasonable and customary fees paid to members of the board of directors (Credit Parties or similar governing body) of Company and its Restricted Subsidiaries; (c) ordinary course compensation and severance arrangements for officers and other employees of Company and its Restricted Subsidiaries; (d) issuances of Capital Stock to officers and other employees of Company; (e) 23A Transactions and other transactions in connection with between or related to Bank Activities; (f) Ordinary Course of Business Activities, including ordinary course cash management and working capital funding arrangements, tax arrangements, and provision of overhead expenses, but excluding any such transactions with Affiliates among Subsidiaries that are not Credit Parties or Wholly-Owned Subsidiaries of a Credit Party; Parties; (gb) Restricted Junior Payments paid in Cash may be made to the extent permitted by Section 6.4; 6.04; (hc) Investments in Company or a Restricted Subsidiary permitted by Section 6.6; (i) loans may be made and other transactions (other than Investments in, Indebtedness or Asset Sales to or from) involving Care Investment Trust, Inc.; (j) transactions between and among Restricted Subsidiaries that are Wholly-Owned Subsidiaries of the Subsidiary Guarantors; (k) any accommodation lease arrangements arising from cross-border leasing transactions with a subsidiary that is not a Credit Party may be entered into in the Ordinary Course of Business Activities; (l) transactions among the Company by Borrower and its Restricted Subsidiaries to the extent permitted by Section 6.8; Sections 6.01, 6.06 and 6.07; (md) ordinary course any transaction with an Affiliate where the only consideration paid is Equity Interests of Borrower (other than Disqualified Equity Interests); (e) pledges of capital stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary and (f) transactions between an owner trust, its Owner-Trustee described in Schedule 6.09 and the beneficiary of the owner trust, solely any amendments to agreements described in Schedule 6.09 to the extent such transactions relate amendment is not adverse, taken as a whole, to the operation Lenders in any material respect. For the avoidance of doubt, this Section shall not apply to employment arrangements with, and governance payments of compensation, expense reimbursement, indemnification or benefits to or for the owner trust. Except as disclosed in public filingsbenefit of, Company shall disclose in writing each transaction with any holder current or former employees, officers or directors of five percent (5%) or more of any class of Capital Stock of Company Borrower or any Restricted Subsidiary, in each case, in their capacity as current or former employees, officers or directors of its Borrower or any Restricted Subsidiaries or with any Affiliate of Company or of any such holder to Administrative AgentSubsidiary.

Transactions with Shareholders and Affiliates. No Credit Party shallBorrower shall not, nor shall it permit any of its Restricted Subsidiaries Credit Party Entity to, directly or indirectly, indirectly enter into or permit to exist any transaction (including including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder or holders of more than five percent (5%) or more of any class of Capital Stock equity Securities of Company or any of its Restricted Subsidiaries Borrower, or with any other Affiliate of Company or of any such holder, Borrower which is not its Subsidiary: (a) on terms that are less favorable to Company or that Restricted Subsidiaryany Credit Party Entity, as the case may beapplicable, than those that might be obtained at in an arm’s length transaction at the time from a Person Persons who is are not such a holder or Affiliate; (b) if such Affiliate transaction involves an amount in excess of $11,000,000, unless the terms of which are set forth in writing and a majority of the members of Borrower or such Credit Party Entity’s board of directors disinterested with respect to such Affiliate transaction have determined in good faith that the criteria set forth in clause (a) are satisfied and have approved the relevant Affiliate transaction as evidenced by a resolution of such board of directors; provided, that for purposes of this paragraph only, in the foregoing restriction shall not apply to (a) event of any transactions among Subsidiary Guarantors; (b) reasonable and customary fees paid to Affiliate transaction involving the Parent, those members of the board of directors (or similar governing body) of Company applicable Credit Party Entity who are not Permitted Holders and its Restricted Subsidiariesare members of the board of directors of the Parent shall be deemed disinterested; or (c) ordinary course if such Affiliate transaction involves an amount in excess of (i) $11,000,000 in the case of any Affiliate transaction between the Parent, on the one hand, and any Credit Party Entity, on the other hand, or (ii) $22,000,000 in the case of any other Affiliate transaction, unless the board of directors of Borrower or the applicable Credit Party Entity shall also have received a written opinion from an Independent Qualified Party to the effect that such Affiliate transaction is fair, from a financial standpoint, to NMHG Holding and its Subsidiaries and Borrower or the applicable Credit Party Entity or not less favorable to NMHG Holding and its Subsidiaries and Borrower or the applicable Credit Party Entity than could reasonably be Credit Agreement expected to be obtained at the time in an arm’s-length transaction with a Person who was not an Affiliate. Nothing contained in this Section 9.08 shall prohibit (w) any transaction expressly permitted by Sections 9.01, 9.02, 9.04, 9.05 and 9.06; (x) increases in compensation and severance arrangements benefits for officers and other employees of Company any Credit Party Entity which are customary in the industry or consistent with the past business practice of such Credit Party Entity, provided that no Event of Default or Default has occurred and its Restricted Subsidiariesis continuing; (dy) issuances payment of Capital Stock to officers customary directors’ fees and other employees of Companyindemnities; or (ez) 23A Transactions and other transactions in connection with or related to Bank Activities; (f) Ordinary Course of Business Activities, including ordinary course cash management and working capital funding arrangements, tax arrangements, and provision of overhead expenses, but excluding any such transactions with Affiliates that are not Credit Parties or Wholly-Owned Subsidiaries of a Credit Party; (g) Restricted Junior Payments paid in Cash permitted by Section 6.4; (h) Investments in Company or a Restricted Subsidiary permitted by Section 6.6; (i) transactions (other than Investments in, Indebtedness or Asset Sales to or from) involving Care Investment Trust, Inc.; (j) transactions between and among Restricted Subsidiaries that are Wholly-Owned Subsidiaries of the Subsidiary Guarantors; (k) any accommodation lease arrangements arising from cross-border leasing transactions with a subsidiary that is not a Credit Party entered into in the Ordinary Course of Business Activities; (l) transactions among the Company and its Restricted Subsidiaries permitted by Section 6.8; and (m) ordinary course transactions between an owner trust, its Owner-Trustee and the beneficiary of the owner trust, solely to the extent such transactions relate to the operation and governance of the owner trust. Except as disclosed in public filings, Company shall disclose in writing each transaction with any holder of five percent (5%) or more performance of any class of Capital Stock of Company or any of its Restricted Subsidiaries or with any Affiliate of Company or of any such holder to Administrative Agentobligations arising under the Loan Documents.

Transactions with Shareholders and Affiliates. No Credit Party shallCompany shall not, nor and shall it not 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 five percent (5%) % or more of any class of Capital Stock equity Securities of Company or any of its Restricted Subsidiaries or with any Affiliate of Company or of any such holder, (A) in the case of any agreement or arrangement pursuant to which any Loan Party is obligated to pay any amounts to LGP (including any of its Affiliates other than Holdings), without the prior written consent of Administrative Agent, Syndication Agent and Requisite Lenders, and (B) in all other cases, on terms that are less favorable to Company or that Restricted Subsidiary, as the case may be, than those that might be obtained at arm’s length at the time from a Person Persons who is are not such a holder or Affiliate; provided, provided that the foregoing restriction shall not apply to (ai) any transactions among Subsidiary Guarantors; transaction between Company and any of its wholly-owned Subsidiaries or between any of its wholly-owned Subsidiaries, (bii) reasonable and customary fees and reimbursement of expenses paid to members of the board of directors (or similar governing body) Governing Bodies of Company and its Restricted Subsidiaries; , (ciii) ordinary course compensation the transactions contemplated by this Agreement and severance the Related Agreements to occur 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) indemnification payments to officers or directors of Loan Parties, (v) payments or loans to employees which are approved by a majority of the Governing Body of Company or are made pursuant to agreements, arrangements for officers or plans approved by a majority of the Governing Body of Company, (vi) any transaction as in effect as of the date hereof and other employees set forth on Schedule 7.9, (vii) employment agreements of senior management of Company as in effect as of the date hereof or otherwise approved by the Governing Body of Company and its Restricted Subsidiaries; (dviii) issuances of Capital Stock to officers and other employees of Company; (e) 23A Transactions and other transactions in connection with or related to Bank Activities; (f) Ordinary Course of Business Activities, including ordinary course cash management and working capital funding arrangements, tax arrangements, and provision of overhead expenses, but excluding any such transactions with Affiliates that are not Credit Parties or Wholly-Owned Subsidiaries of a Credit Party; (g) Restricted Junior Payments paid in Cash Payment permitted by Section 6.4; (h) Investments in Company or a Restricted Subsidiary permitted by Section 6.6; (i) transactions (other than Investments in, Indebtedness or Asset Sales to or from) involving Care Investment Trust, Inc.; (j) transactions between and among Restricted Subsidiaries that are Wholly-Owned Subsidiaries of the Subsidiary Guarantors; (k) any accommodation lease arrangements arising from cross-border leasing transactions with a subsidiary that is not a Credit Party entered into in the Ordinary Course of Business Activities; (l) transactions among the Company and its Restricted Subsidiaries permitted by Section 6.8; and (m) ordinary course transactions between an owner trust, its Owner-Trustee and the beneficiary of the owner trust, solely to the extent such transactions relate to the operation and governance of the owner trust. Except as disclosed in public filings, Company shall disclose in writing each transaction with any holder of five percent (5%) or more of any class of Capital Stock of Company or any of its Restricted Subsidiaries or with any Affiliate of Company or of any such holder to Administrative Agentsubsection 7.5.

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 holder of five percent (5%) or more of any class of Capital Stock of Company or any of its Restricted Subsidiaries 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 Restricted Subsidiary, as the case may be, than those that might be obtained at arm’s length at the time from a Person who is not such a holder or Affiliatean Affiliate of Holdings in an arms’ length transaction; provided, the foregoing restriction shall not apply to (a) any transactions transaction between or among Subsidiary the Borrower and the Guarantors; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Company Holdings and its Restricted Subsidiaries; (c) ordinary course compensation and severance arrangements for officers and other employees of Company Holdings and its Restricted SubsidiariesSubsidiaries entered into in the ordinary course of business; (d) issuances of Capital Stock to officers and other employees of Company; (e) 23A Transactions and other transactions in connection with or related to Bank Activities; (f) Ordinary Course of Business Activities, including ordinary course cash management and working capital funding arrangements, tax arrangements, and provision of overhead expenses, but excluding any such transactions with Affiliates that are not Credit Parties or Wholly-Owned Subsidiaries of a Credit Party; (g) Restricted Junior Payments paid in Cash permitted by Section 6.4; (h) Investments in Company or a Restricted Subsidiary permitted by Section 6.6; (i) transactions (other than Investments in, Indebtedness or Asset Sales to or from) involving Care Investment Trust, Inc.; (j) transactions between and among Restricted Subsidiaries that are Wholly-Owned Subsidiaries as of the Subsidiary Guarantors; (k) Closing Date described in Schedule 6.11 or any accommodation lease arrangements arising from cross-border leasing transactions with a subsidiary that is not a Credit Party entered into in the Ordinary Course of Business Activities; (l) transactions among the Company and its Restricted Subsidiaries permitted by Section 6.8; and (m) ordinary course transactions between an owner trust, its Owner-Trustee and the beneficiary of the owner trust, solely amendment thereto to the extent such transactions relate amendment is not adverse to the operation Lenders in any material respect, (e) Permitted Project Undertakings and governance Permitted Equity Commitments, (f) any Project Obligation of a Non-Recourse Subsidiary acquired as a result of the owner trustAcquisition (but not entered into in contemplation thereof) and (g) 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 Closing Date or as 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 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 Holdings) has approved such acquisition, and any construction, operational or similar agreements or arrangements or Project Obligations entered into in connection with such acquisition. Except as disclosed Nothing in public filings, Company the foregoing shall disclose in writing each transaction with any holder of five percent (5%) or more be construed to prohibit the issuance of any class of Capital Stock of Company Permitted Convertible Bond Indebtedness (or any of its Restricted Subsidiaries or with any Affiliate of Company or guarantee thereof), the issuance of any such holder to Administrative AgentPermitted Exchangeable Bond Indebtedness, or the entry into any Permitted Call Transaction.

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 holder of five percent (5%) or more of any class of Capital Stock of Company or any of its Restricted Subsidiaries or with any Affiliate of Company or of any such holder, Borrower on terms that are less favorable to Company or that Restricted Subsidiarysuch Credit Party, as the case may be, than those that might be obtained at arm’s length at the time from a Person who is not such a holder or an Affiliate; provided, the foregoing restriction shall not apply to (a) any transactions transaction (x) between or among Borrower and/or any Subsidiary Guarantors and (y) among Subsidiaries of Borrower that are not Subsidiary Guarantors; (b) any indemnity provided to and any reasonable and customary fees paid to members of (i) in the case of Borrower, the board of directors (or similar governing body) of Company Cheniere Energy Partners GP, LLC, acting on behalf of Borrower and its Restricted Subsidiaries(ii) in the case of any Subsidiary Guarantor, the board of directors (or similar governing body) of such Subsidiary Guarantor; (c) ordinary course compensation (i) compensation, benefits and severance indemnification arrangements for officers and other employees of Company Borrower and its Restricted SubsidiariesSubsidiaries entered into in the ordinary course of 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 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 (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 Section 6.5 (Investments); (d) issuances of Capital Stock transactions described in Schedule 6.10 (as in effect on the Closing Date without giving effect to officers and other employees of Companyany amendment thereto); (e) 23A Transactions any contribution by Cheniere Energy Partners GP, LLC or its Affiliate to the equity capital of Borrower; and other transactions in connection with or related to Bank Activities; (f) Ordinary Course of Business Activities, including ordinary course cash management Subordinated Indebtedness permitted by Section 6.1(m) (Indebtedness); and working capital funding arrangements, tax arrangements, and provision of overhead expenses, but excluding any such transactions with Affiliates that are not Credit Parties or Wholly-Owned Subsidiaries of a Credit Party; (g) Restricted Junior Payments paid in Cash permitted by Section 6.4; (h) Investments in Company or a Restricted Subsidiary permitted by Section 6.6; (i) transactions (other than Investments in, Indebtedness or Asset Sales to or from) involving Care Investment Trust, Inc.; (j) transactions between and among Restricted Subsidiaries that are Wholly-Owned Subsidiaries of the Subsidiary Guarantors; (k) any accommodation lease arrangements arising from cross-border leasing transactions with a subsidiary that is not a Credit Party entered entering into in the Ordinary Course of Business Activities; (l) transactions among the Company and its Restricted Subsidiaries permitted by Section 6.8; and (m) ordinary course transactions between an owner trust, its Owner-Trustee and the beneficiary of the owner trust, solely to the extent such transactions relate to the operation and governance of the owner trust. Except as disclosed in public filings, Company shall disclose in writing each transaction with any holder of five percent (5%) or more of any class of Capital Stock of Company tax sharing agreement or any of its Restricted Subsidiaries or with any Affiliate of Company or of any such holder to Administrative Agentsimilar arrangement.

Transactions with Shareholders and Affiliates. No Credit Party shall(a) The Borrower will not, nor shall it and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of five percent (5%) with, or more of any class of Capital Stock of Company or for the benefit of, any of its Restricted Subsidiaries or with any Affiliates (each an "Affiliate Transaction"), unless: (i) the terms of Company or of any such holder, on terms that Affiliate Transaction are no less favorable to Company or that Restricted Subsidiary, as the case may be, than those that might could reasonably be expected to be obtained in a comparable transaction at arm’s such time on an arm's-length at the time basis from a Person who that is not an Affiliate of the Borrower; (ii) in the event that such Affiliate Transaction involves aggregate payments, or transfers of property or services with a holder or Affiliate; providedfair market value in excess of $1.0 million, the terms of such Affiliate Transaction shall be approved by a majority of the members of the Board of Directors of the Borrower, such approval to be evidenced by a resolution of the Board of Directors of the Borrower stating that such Board of Directors has determined that such transaction complies with the foregoing restriction provisions and (iii) in the event that such Affiliate Transaction involves aggregate payments or transfers or services with a fair market value in excess of $10.0 million, the Borrower shall, prior to the consummation thereof, obtain the written approval of First Union with respect to the terms thereof. (b) Notwithstanding the foregoing, the restrictions set forth in paragraph (a) shall not apply to (ai) any transactions among Subsidiary Guarantors; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Company and its Restricted Subsidiaries; (c) ordinary course compensation and severance arrangements for officers and other employees of Company and its Restricted Subsidiaries; (d) issuances of Capital Stock to officers and other employees of Company; (e) 23A Transactions and other transactions in connection with or related to Bank Activities; (f) Ordinary Course of Business Activities, including ordinary course cash management among the Borrower and working capital funding arrangements, tax arrangements, and provision of overhead expenses, but excluding any such transactions with Affiliates that are not Credit Parties or Wholly-Owned Subsidiaries Subsidiary of a Credit Party; (g) Restricted Junior Payments paid in Cash permitted by Section 6.4; (h) Investments in Company the Borrower or a Restricted Subsidiary permitted by Section 6.6; (i) transactions (other than Investments in, Indebtedness between or Asset Sales to or from) involving Care Investment Trust, Inc.; (j) transactions between and among Restricted Subsidiaries that are Wholly-Owned Subsidiaries of the Subsidiary GuarantorsBorrower; (kii) reasonable fees and compensation paid to, and any indemnity provided on behalf of, officers, directors, employees, consultants or agents of the Borrower or any Subsidiary of the Borrower as determined in good faith by the Borrower's Board of Directors; (iii) any accommodation lease arrangements arising from cross-border leasing transactions undertaken pursuant to any Contractual Obligations or rights set forth in Schedule D (as in effect on the Closing Date) and any renewals thereof or amendments thereto; provided, that such renewals or amendments do not materially -------- change the rights and obligations of the Borrower and its Subsidiaries; (iv) any Investments made in compliance with a subsidiary that is not a Credit Party entered into clause (iv) of the definition of Permitted Investments; (v) loans and advances to officers, directors and employees of the Borrower or any Subsidiary for travel, entertainment, moving and other relocation expenses, in each case made in the Ordinary Course of Business Activities; (l) transactions among the Company and its Restricted Subsidiaries permitted by Section 6.8; and (m) ordinary course transactions between an owner trustof business, its Owner-Trustee (vi) the entering into by the Borrower and the beneficiary of the owner trust, solely to the extent such transactions relate to the operation and governance of the owner trust. Except as disclosed in public filings, Company shall disclose in writing each transaction with any holder of five percent (5%) or more of any class of Capital Stock of Company or any of its Restricted consolidated Subsidiaries of a tax sharing or similar arrangement with any Affiliate of Company or of Glass Holdings and its Affiliates other than AGY Holdings; provided, that any such holder tax sharing agreement shall, prior to Administrative Agentthe consummation thereof, be approved by First Union and (vii) any Restricted Payments permitted to be made pursuant to Section 6.3.

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 holder of five percent (5%) 10% or more of any class of Capital Stock of Company Holdings or any of its Restricted Subsidiaries or with any Affiliate of Company Holdings or of any such holder, on terms that taken as a whole are materially less favorable to Company Holdings or that Restricted Subsidiary, as the case may be, than those that might be obtained at arm’s length at the time from a Person who is not such a holder or Affiliate; provided, the foregoing restriction shall not apply to to: (a) any transaction between Company and any Guarantor Subsidiary, and transactions among Subsidiary Guarantors; Foreign Subsidiaries; (b) reasonable and customary fees paid to members of the board governing body of directors (or similar governing body) of Company Holdings and its Restricted Subsidiaries; ; (c) ordinary course compensation and severance arrangements for officers and other employees of Company and its any Restricted Subsidiaries; Junior Payment permitted by Section 6.5; (d) issuances of Capital Stock loans or advances to officers and other employees of Company; permitted by Section 6.7(i); (e) 23A Transactions reasonable fees and compensation, benefits and incentive arrangements paid or provided to, and any indemnities provided to, officers, directors and employees of any Parent Company or any of its Subsidiaries as determined in good faith by the governing body of any Parent Company or Company; (f) the existence of, or the performance by any Parent Company or any of its Subsidiaries of their obligations under the terms of, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Closing Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by any Parent Company or any of its Subsidiaries of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Closing Date shall only be permitted by this clause to the extent that the terms of any such amendment or new agreement are not disadvantageous to Agents or Lenders in any material respect; (g) any management, financial advisory, financing, underwriting or placement services or any other investment banking, banking or similar services involving any Parent Company or any of its Subsidiaries (including without limitation any payments in cash, Capital Stock or other consideration made by any Parent Company or any of its Subsidiaries in connection therewith) on the one hand and the Sponsors on the other hand, which services (and payments and other transactions in connection with therewith) are approved by a majority of the members of the governing body of any Parent Company or related Company in good faith; and (h) the issuance or sale of any Capital Stock by Holdings other than to Bank Activities; (f) Ordinary Course of Business Activities, including ordinary course cash management and working capital funding arrangements, tax arrangements, and provision of overhead expenses, but excluding any such transactions with Affiliates that are not Credit Parties or Wholly-Owned Subsidiaries of a Credit Party; (g) Restricted Junior Payments paid in Cash permitted by Section 6.4; (h) Investments in Company or a Restricted Subsidiary permitted by Section 6.6; (i) transactions (other than Investments in, Indebtedness or Asset Sales to or from) involving Care Investment Trust, Inc.; (j) transactions between and among Restricted Subsidiaries that are Wholly-Owned Subsidiaries of the Subsidiary Guarantors; (k) any accommodation lease arrangements arising from cross-border leasing transactions with a subsidiary that is not a Credit Party entered into in the Ordinary Course of Business Activities; (l) transactions among the Company and its Restricted Subsidiaries permitted by Section 6.8; and (m) ordinary course transactions between an owner trust, its Owner-Trustee and the beneficiary of the owner trust, solely to the extent such transactions relate to the operation and governance of the owner trust. Except as disclosed in public filings, Company shall disclose in writing each transaction with any holder of five percent (5%) or more of any class of Capital Stock of Company or any of its Restricted Subsidiaries or with any Affiliate of Company or of any such holder to Administrative Agent.

Transactions with Shareholders and Affiliates. No Credit Party shallCompany shall not, nor and shall it not 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 five percent (5%) or more of any class of Capital Stock of Company or any of its Restricted Subsidiaries or with any Affiliate of Company or of any such holderCompany, on terms that are less favorable to Company or that Restricted Subsidiary, as the case may be, than those that might be obtained at arm’s length at the time from a Person Persons who is are not such a holder or an Affiliate; provided, provided that the foregoing restriction shall not apply to to: (ai) any transactions among Subsidiary Guarantors; transaction between Holdings and any of its Subsidiaries not prohibited by this Agreement; (bii) reimbursement of reasonable out-of-pocket costs and expenses of members of the Governing Bodies of Holdings and its Subsidiaries (or after a Qualifying IPO of Company, of Company), and reasonable and customary fees paid to such members who are not employed by Company, any other Loan Party, any Equity Holder, any Affiliate of any Equity Holder or any Permitted Successor of any Equity Holder (or an immediate family member of an employer of any of the board foregoing); (iii) [Reserved]; (iv) [Reserved]; (v) equity issuances to Affiliates otherwise permitted under this Agreement; (vi) employment and severance arrangements between Company and any of directors its Subsidiaries and their officers and employees in the ordinary course of business; (or similar governing bodyvii) of payments by Company and its Restricted Subsidiaries; (c) ordinary course compensation and severance arrangements for officers and other employees of Company Subsidiaries pursuant to tax sharing agreements, if any, solely among Holdings and its Restricted Subsidiaries; Domestic Subsidiaries on customary terms; (dviii) issuances of Capital Stock transactions pursuant to officers permitted agreements in existence on the Restatement Date and other employees of Company; set forth on Schedule 7.9 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect; (e) 23A Transactions and other transactions in connection with or related to Bank Activities; (f) Ordinary Course of Business Activities, including ordinary course cash management and working capital funding arrangements, tax arrangements, and provision of overhead expenses, but excluding any such transactions with Affiliates that are not Credit Parties or Wholly-Owned Subsidiaries of a Credit Party; (gix) Restricted Junior Payments paid in Cash permitted by Section 6.4under subsection 7.5; and (hx) Investments in Company indemnification payments to officers or a Restricted Subsidiary permitted by Section 6.6; (i) transactions (other than Investments in, Indebtedness or Asset Sales to or from) involving Care Investment Trust, Inc.; (j) transactions between and among Restricted Subsidiaries that are Wholly-Owned Subsidiaries directors of the Subsidiary Guarantors; (k) any accommodation lease arrangements arising from cross-border leasing transactions with a subsidiary that is not a Credit Party entered into in the Ordinary Course of Business Activities; (l) transactions among the Company Holdings and its Restricted Subsidiaries permitted by Section 6.8; and (m) ordinary course transactions between an owner trust, its Owner-Trustee and the beneficiary of the owner trust, solely to the extent such transactions relate to the operation and governance of the owner trust. Except as disclosed in public filings, Company shall disclose in writing each transaction with any holder of five percent (5%) or more of any class of Capital Stock of Company or any of its Restricted Subsidiaries or with any Affiliate of Company or of any such holder to Administrative AgentSubsidiaries.

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 Restricted 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 holder of five percent (5%) or more of any class of Capital Stock of Company or any of its Restricted Subsidiaries or with any Affiliate of Company the Parent Guarantor or the Borrower (each of any such holderthe foregoing, on terms that are less favorable to Company or that Restricted Subsidiary, as the case may be, than those that might be obtained at arm’s length at the time from a Person who is not such a holder or Affiliatean "Affiliate Transaction"); provided, however, that the foregoing restriction shall not apply to to: (ai) any transactions among Subsidiary Guarantors; transaction exclusively between 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, (bii) reasonable and customary fees paid to members of the board Board of Directors of the Parent Guarantor and the Borrower, (iii) reasonable and customary fees and compensation paid to, and indemnity provided on behalf of, officers, directors (or similar governing body) of Company and its Restricted Subsidiaries; (c) ordinary course compensation and severance arrangements for officers and other employees of Company the Parent Guarantor and its Restricted Subsidiaries; (d) the Borrower or any Subsidiaries of the Parent Guarantor, as determined by the Board of Directors of the Parent Guarantor or any such Subsidiary or the senior management thereof in good faith, including, without limitation, issuances of Capital Stock to officers and other employees stock, payment of Company; (e) 23A Transactions bonuses and other transactions pursuant to employment or compensation agreements, stock option agreements, indemnification agreements and other arrangements in connection with effect on the Closing Date or related substantially similar thereto; provided that no cash bonuses will be paid to Bank Activities; (f) Ordinary Course officers, directors or employees of Business Activitiesthe Parent Guarantor, including ordinary course cash management and working capital funding arrangements, tax arrangements, and provision of overhead expenses, but excluding any such transactions with Affiliates that are not Credit Parties the Borrower or Wholly-Owned Subsidiaries of a Credit Party; (g) Restricted Junior Payments paid in Cash permitted by Section 6.4; (h) Investments in Company or a Restricted Subsidiary permitted by Section 6.6; (i) transactions (other than Investments in, Indebtedness or Asset Sales to or from) involving Care Investment Trust, Inc.; (j) transactions between and among Restricted Subsidiaries that are Wholly-Owned 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 Guarantors; than those that would have been obtained in a 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, (kv) any accommodation lease arrangements arising Affiliate Transactions in which the Parent Guarantor delivers to the Lenders an opinion as to the fairness to the Parent Guarantor, the Borrower or such Subsidiary from cross-border leasing transactions with a subsidiary that is not a Credit Party entered into in financial point of view issued by an investment banking firm of national standing, and (vi) the Ordinary Course payment of Business Activities; (l) transactions among the Company management and advisory fees to Kidd ▇▇▇m ▇▇▇ity Partners, L.P. and its Restricted Subsidiaries permitted by Section 6.8; Affiliates and (m) ordinary course transactions between successors and assigns in an owner trust, its Owner-Trustee and the beneficiary of the owner trust, solely amount not to the extent such transactions relate to the operation and governance of the owner trust. Except as disclosed in public filings, Company shall disclose in writing each transaction with any holder of five percent (5%) or more of any class of Capital Stock of Company or any of its Restricted Subsidiaries or with any Affiliate of Company or of any such holder to Administrative Agentexceed $675,000 per year.

Transactions with Shareholders and Affiliates. No Borrower 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 holder of five percent (5%) or more of any class of Capital Stock of Company or any of its Restricted Subsidiaries or with any Affiliate of Company or of any such holder, Sponsor on terms that are less favorable to Company Borrower or that Restricted such Subsidiary, as the case may be, than those that might be obtained at arm’s length at the time from a Person who is not such a holder or an Affiliate; provided, the foregoing restriction shall not apply to (a) any transactions transaction (x) between or among Subsidiary 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 reasonable and customary fees paid to members of (i) in the case of Borrower, the board of directors (or similar governing body) of Company the General Partner, acting on behalf of Borrower and its Restricted Subsidiaries(ii) in the case of any Subsidiary of Borrower, the board of directors (or similar governing body) of such Subsidiary; (c) ordinary course compensation (i) compensation, benefits and severance indemnification arrangements for officers and other employees of Company Borrower and its Restricted SubsidiariesSubsidiaries entered into in the ordinary course of 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 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 (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 Section 6.6; (d) issuances of Capital Stock transactions described in Schedule 6.11 (as in effect on the Effective Date without giving effect to officers and other employees of Companyany amendment thereto); (e) 23A Transactions any purchase by Sponsor of Equity Interests of Borrower or any contribution by Sponsor to the equity capital of Borrower; and other transactions in connection with or related to Bank Activities; (f) Ordinary Course of Business Activities, including ordinary course cash management and working capital funding arrangements, tax arrangements, and provision of overhead expenses, but excluding any such transactions with Affiliates that are not Credit Parties or Wholly-Owned Subsidiaries of a Credit Party; (g) Restricted Junior Payments paid in Cash permitted by Section 6.4; (h) , Investments in Company or a Restricted Subsidiary permitted by Section 6.6; (i) transactions , and Indebtedness (other than Investments in, Indebtedness or Asset Sales to or from) involving Care Investment Trust, Inc.; (j) transactions between and among Restricted Subsidiaries that are Wholly-Owned Subsidiaries of the Subsidiary Guarantors; (k) any accommodation lease arrangements arising from cross-border leasing transactions with a subsidiary that is not a Credit Party entered into in the Ordinary Course of Business Activities; (l) transactions among the Company owned by Sponsor and its Restricted Subsidiaries Affiliates) permitted by Section 6.86.1; and (mg) ordinary course transactions between an owner trust, its Owner-Trustee and the beneficiary of the owner trust, solely to the extent such transactions relate to the operation and governance of the owner trust. Except as disclosed in public filings, Company shall disclose in writing each transaction with any holder of five percent (5%) or more entering into of any class of Capital Stock of Company tax sharing agreement or any of its Restricted Subsidiaries or similar arrangement consistent with any Affiliate of Company or of any such holder to Administrative AgentSection 6.4(b).

Transactions with Shareholders and Affiliates. (a) 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 holder (other than any Excluded Holder) of five percent (5%) or more of any class of Capital Stock of Company Holdings or any of its Restricted Subsidiaries or with any Affiliate of Company Holdings or of any such holder, on terms that are less favorable to Company Holdings or that Restricted Subsidiary, as the case may be, than those that might be obtained at arm’s length at the time from a Person who is not such a holder or Affiliate; provided, the foregoing restriction shall not apply to (ai) any transactions among transaction between Holdings and any Subsidiary Guarantorsof Holdings that is otherwise permitted under this Agreement; (bii) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Company and its Restricted SubsidiariesHoldings; (ciii) ordinary course compensation and severance arrangements for officers and other employees of Company Holdings and its Restricted Subsidiaries; (d) issuances of Capital Stock to officers and other employees of Company; (e) 23A Transactions and other transactions in connection with or related to Bank Activities; (f) Ordinary Course of Business Activities, including ordinary course cash management and working capital funding arrangements, tax arrangements, and provision of overhead expenses, but excluding any such transactions with Affiliates that are not Credit Parties or Wholly-Owned Subsidiaries of a Credit Party; (g) Restricted Junior Payments paid in Cash permitted by Section 6.4; (h) Investments in Company or a Restricted Subsidiary permitted by Section 6.6; (i) transactions (other than Investments in, Indebtedness or Asset Sales to or from) involving Care Investment Trust, Inc.; (j) transactions between and among Restricted Subsidiaries that are Wholly-Owned Subsidiaries of the Subsidiary Guarantors; (k) any accommodation lease arrangements arising from cross-border leasing transactions with a subsidiary that is not a Credit Party entered into in the Ordinary Course ordinary course of Business Activitiesbusiness; (liv) transactions among the Company customary indemnification agreements with officer and its Restricted Subsidiaries permitted by Section 6.8directors; and (mv) ordinary course transactions between any transaction with any Silver Point Party solely in its capacity as an owner trust, its Owner-Trustee and Agent hereunder or as agent under the beneficiary of First Lien Credit Documents or the owner trust, solely Third Lien Documents. Holdings shall use commercially reasonable efforts to the extent such transactions relate to the operation and governance of the owner trust. Except as disclosed in public filings, Company shall promptly disclose in writing (and in any event shall disclose on a quarterly basis no later than the time the materials referred to in Section 5.1(b) are required to be delivered to Administrative Agent) each transaction with any holder (other than any Excluded Holder) of five percent (5%) or more of any class of Capital Stock of Company Holdings or any of its Restricted Subsidiaries or with any Affiliate of Company Holdings or of any such holder (in each case, other than a Subsidiary of Holdings) to Administrative Agent. (b) No Credit Party shall enter into, or permit any of its Subsidiaries to enter into, any Intercompany Arrangements, on terms and conditions, taken as a whole, other than those that are fair and reasonable and no less favorable to such Credit Party or such Subsidiary than would be obtained in a comparable arm’s length transaction with a Person not an Affiliate of a Borrower or such Subsidiary, and which are disclosed in writing to the Administrative Agent.

Transactions with Shareholders and Affiliates. No Credit Party shallCompany shall not, nor and shall it not 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 five percent (5%) or more of any class of Capital Stock of Company or any of its Restricted Subsidiaries or with any Affiliate of Company or of any such holderCompany, on terms that are less favorable to Company or that Restricted Subsidiary, as the case may be, than those that might be obtained at arm’s length at the time from a Person Persons who is are not such a holder or an Affiliate; provided, provided that the foregoing restriction shall not apply to to: (ai) any transactions among Subsidiary Guarantors; transaction between Holdings and any of its Subsidiaries not prohibited by this Agreement; (bii) reimbursement of reasonable out-of-pocket costs and expenses of members of the Governing Bodies of Holdings and its Subsidiaries (or after a Qualifying IPO of Company, of Company), and reasonable and customary fees paid to such members who are not employed by Company, any other Loan Party, any Equity Holder, any Affiliate of any Equity Holder or any Permitted Successor of any Equity Holder (or an immediate family member of an employer of any of the board foregoing); (iii) [Reserved]; (iv) [Reserved]; (v) equity issuances to Affiliates otherwise permitted under this Agreement; (vi) employment and severance arrangements between Company and any of directors its Subsidiaries and their officers and employees in the ordinary course of business; (or similar governing bodyvii) of payments by Company and its Restricted Subsidiaries; (c) ordinary course compensation and severance arrangements for officers and other employees of Company Subsidiaries pursuant to tax sharing agreements, if any, solely among Holdings and its Restricted Subsidiaries; Domestic Subsidiaries on customary terms; (dviii) issuances of Capital Stock transactions pursuant to officers permitted agreements in existence on the Closing Date and other employees of Company; set forth on Schedule 7.9 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect; (e) 23A Transactions and other transactions in connection with or related to Bank Activities; (f) Ordinary Course of Business Activities, including ordinary course cash management and working capital funding arrangements, tax arrangements, and provision of overhead expenses, but excluding any such transactions with Affiliates that are not Credit Parties or Wholly-Owned Subsidiaries of a Credit Party; (gix) Restricted Junior Payments paid in Cash permitted by Section 6.4under subsection 7.5; and (hx) Investments in Company indemnification payments to officers or a Restricted Subsidiary permitted by Section 6.6; (i) transactions (other than Investments in, Indebtedness or Asset Sales to or from) involving Care Investment Trust, Inc.; (j) transactions between and among Restricted Subsidiaries that are Wholly-Owned Subsidiaries directors of the Subsidiary Guarantors; (k) any accommodation lease arrangements arising from cross-border leasing transactions with a subsidiary that is not a Credit Party entered into in the Ordinary Course of Business Activities; (l) transactions among the Company Holdings and its Restricted Subsidiaries permitted by Section 6.8; and (m) ordinary course transactions between an owner trust, its Owner-Trustee and the beneficiary of the owner trust, solely to the extent such transactions relate to the operation and governance of the owner trust. Except as disclosed in public filings, Company shall disclose in writing each transaction with any holder of five percent (5%) or more of any class of Capital Stock of Company or any of its Restricted Subsidiaries or with any Affiliate of Company or of any such holder to Administrative AgentSubsidiaries.