Common use of Transactions with Shareholders and Affiliates Clause in Contracts

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of Borrower on terms that are less favorable to Borrower or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such an Affiliate; provided that the foregoing restriction shall not apply to (a) any transaction between or among Borrower and the Guarantors; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Borrower or of its Subsidiaries; (c) compensation arrangements (including severance arrangements to the extent approved by a majority of the disinterested members of Borrower’s or the applicable Subsidiary’s board of directors (or similar governing body) or the applicable committee thereof) for present or former officers and other employees of Borrower or of its Subsidiaries entered into in the ordinary course of business; (d) transactions described in Schedule 6.11; (e) any Restricted Junior Payment permitted pursuant to Section 6.4; (f) indemnities provided for the benefit of, directors, officers or employees of Borrower or of its Subsidiaries in the ordinary course of business; and (g) loans and advances to employees of Borrower or of its Subsidiaries permitted by Section 6.6(f) (as well as advances to employees contemplated by clause (iii) of the defined term “Investment”).

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of Capital Stock of Euramax or any of its Subsidiaries or with any Affiliate of Borrower Euramax or of any such holder, on terms that are less favorable to Borrower Euramax or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such an a holder or Affiliate; provided that provided, the foregoing restriction shall not apply to (a) any transaction between or among Borrower and the GuarantorsCredit Parties; (b) reasonable and customary fees paid to Independent Outside Directors (provided that no fees shall be paid to directors other than Independent Outside Directors), and indemnities provided on behalf of, officers or members of the board of directors (or similar governing body) of Borrower or of Euramax and its Subsidiaries; (c) any employment or compensation arrangements (including severance arrangements to the extent approved by a majority of the disinterested members of Borrower’s arrangement or the applicable Subsidiary’s board of directors (agreement, employee benefit plan or arrangement, officer or director indemnification agreement or any similar governing body) arrangement or the applicable committee thereof) for present or former officers and other employees of Borrower or of its Subsidiaries compensation arrangement entered into by and among Credit Parties in the ordinary course Ordinary Course of businessBusiness; (d) Reserved; (e) other Restricted Junior Payments and Investments that are permitted by the provisions of Sections 6.5 or 6.7, respectively (including, without limitation, payments permitted thereunder with respect to the $125,000,000 Unsecured Debt); (f) transactions described in Schedule 6.116.12; (eg) the grant of stock options, restricted stock, stock appreciation rights, phantom stock awards or similar rights to employees, directors and consultants approved by the board of directors; (h) transactions and payments of fees, costs and expenses in connection with the Transactions and the Permitted Restructuring and payment of the Transaction Costs otherwise permitted hereunder; (i) transactions with Affiliates solely in their capacity as holders of Indebtedness or Capital Stock of Euramax or any Restricted Junior Payment permitted of its Subsidiaries, so long as such transaction is with all holders of such class (and there are such non-Affiliate holders) and such Affiliates are treated no more favorably than all other holders of such class generally; (j) transactions with Affiliates that are customers, clients, suppliers, joint venture partners or purchasers or sellers of goods or services (including pursuant to Section 6.4; (fjoint venture agreements) indemnities provided for the benefit of, directors, officers or employees of Borrower or of its Subsidiaries in the ordinary course Ordinary Course of businessBusiness on terms not materially less favorable as might reasonably have been obtained at such time from a Person that is not an Affiliate of Euramax, as determined in good faith by Holdings or Euramax; and (gk) loans and advances sales of accounts receivables, or participations therein, or any related transaction, pursuant to employees the terms of Borrower or of its Subsidiaries permitted by Section 6.6(f) (as well as advances to employees contemplated by clause (iii) of the defined term “Investment”)a Permitted Receivables Financing.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of Parent or Borrower on terms that are less favorable to Parent, Borrower or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such an Affiliate; provided that the foregoing restriction shall not apply to (a) any transaction between or among Borrower and the Guarantors; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Parent, Borrower or of its and their respective Subsidiaries; (c) compensation arrangements (including severance arrangements to the extent approved by a majority of the disinterested members of Parent’s, Borrower’s or the applicable Subsidiary’s board of directors (or similar governing body) or the applicable committee thereof) for present or former officers and other employees of Parent, Borrower or of its and their respective Subsidiaries entered into in the ordinary course of business; (d) transactions described in Schedule 6.11; (e) any Restricted Junior Payment permitted pursuant to Section 6.4; (f) indemnities provided for the benefit of, directors, officers or employees of Parent, Borrower or of its and their respective Subsidiaries in the ordinary course of business; and (g) loans and advances to employees of Parent, Borrower or of its and their respective Subsidiaries permitted by Section 6.6(f) (as well as advances to employees contemplated by clause (iii) of the defined term “Investment”).

Transactions with Shareholders and Affiliates. No Credit Party shallThe Borrower shall not, nor and shall it not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any serviceservice or the making of any intercompany loan) with any Affiliate of the Borrower or any of its Subsidiaries, any holder of Capital Stock or other interests in the Borrower or any of its Subsidiaries, or any such Affiliate of any such holder, except on fair and reasonable terms that are no less favorable to the Borrower or that Subsidiary, as the case may be, than those that might be obtained at the time in a comparable arm's length transaction from a Person who is not such an a holder or Affiliate; provided provided, that the foregoing restriction shall not apply to (a) any transaction between the Borrower and its Subsidiaries or among between such Subsidiaries, or between the Borrower or its Subsidiaries and the Guarantors, in each case to the extent otherwise permitted under the other provisions of Section 6 herein; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of the Borrower or of and its Subsidiaries; (c) compensation arrangements (including severance arrangements to the extent approved by a majority of the disinterested members of Borrower’s or the applicable Subsidiary’s board of directors (or similar governing body) or the applicable committee thereof) for present or former officers and other employees of the Borrower or of and its Subsidiaries entered into in the ordinary course of business; and (d) transactions described in Schedule 6.11; (e) any Restricted Junior Payment permitted pursuant to Section 6.4; (f) indemnities provided for the benefit of, directors, officers or employees of Borrower or of its Subsidiaries in the ordinary course of business; and (g) loans and advances to employees of Borrower or of its Subsidiaries permitted by Section 6.6(f) (as well as advances to employees contemplated by clause (iii) of the defined term “Investment”).6.9. 72 $1,100,000,000 CREDIT AGREEMENT

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of Borrower on terms that are less favorable to Borrower or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such an Affiliate; provided that the foregoing restriction shall not apply to (a) any transaction between or among Borrower and the Guarantors; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Borrower or of its Subsidiaries; (c) compensation arrangements (including severance arrangements to the extent approved by a majority of the disinterested members of Borrower’s or the applicable Subsidiary’s board of directors (or similar governing body) or the applicable committee thereof) for present or former officers and other employees of Borrower or of its Subsidiaries entered into in the ordinary course of business; (d) transactions described in Schedule 6.11; (e) any Restricted Junior Payment permitted pursuant to Section 6.4; (f) indemnities provided for the benefit of, directors, officers or employees of Borrower or of its Subsidiaries in the ordinary course of business; and (g) loans and advances to employees of Borrower or of its Subsidiaries permitted by Section 6.6(f) (as well as advances to employees contemplated by clause (iii) of the defined term “Investment”).. CG&R Draft Last Saved: 02/0620/2013 14:3244 pm 10174795v19

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of Borrower; provided, that the foregoing restrictions shall not apply to (a) any transaction between a Credit Party and any other Credit Party or an Affiliated Practice in the ordinary course of business consistent with past practices; (b) reasonable and customary fees paid and indemnities provided to members of the board of directors (or similar governing body) of Parent Entity and its Subsidiaries; (c) compensation arrangements (including bonuses and other benefits and indemnities) for officers and other employees of Parent Entity and its Subsidiaries entered into in the ordinary course of business; (d) transactions described in Schedule 6.12; (e) (i) the reimbursement of costs and expenses of the Equity Holders (in such capacity) and (ii) indemnities of the Equity Holders (in such capacity); (f) transactions otherwise permitted pursuant to Sections 6.1(b), 6.1(d), 6.1(h), 6.1(k), 6.1(l), 6.1(v), 6.5, 6.7(b), 6.7(f), 6.7(h), 6.7(k), 6.7(l), 6.7(p), 6.7(u), 6.7(w), 6.9(a) and 6.10 (solely with respect to the transfer by Parent Entity to another Person of up to 1% of beneficial ownership and control on a fully diluted basis of the economic and voting interest in the Capital Stock of the Borrower solely for tax structuring purposes prior to an IPO); (g) payments to Haverford pursuant to the Consulting Agreement; (h) Excluded Issuances; (i) until such time as an IPO of Public Parent shall have occurred (or, solely with respect to management or similar fees which have accrued but remain unpaid with respect to periods occurring prior to such IPO, simultaneously with such IPO), the payment of management or similar fees to the Sponsors and the Equity Investors under the Management Services Agreement as in effect on the Closing Date (including, for the avoidance of doubt, unpaid amounts owing with respect to the Fiscal Year ended December 31, 2009), so long as (x) no Event of Default has occurred and is continuing, (y) after giving effect to such payment, the aggregate amount of all such payments to the Sponsors and the Equity Investors made with respect to any Fiscal Year does not exceed the amounts set forth in the Management Services Agreement as in effect on the Closing Date for such Fiscal Year (including the Fiscal Year ended December 31, 2009), and (z) at any time after the date on which financial statements with respect to the period ending December 31, 2010 are available under Section 5.1, Parent Entity shall be in pro forma compliance with each of the covenants set forth in Sections 6.8(a) and (b) as of the last day of the most recently ended Fiscal Quarter for which financial statements are available under Section 5.1 (solely to the extent that such Fiscal Quarter was not an Exempt Fiscal Quarter), giving pro forma effect to such payment; provided, that at such time as any such Event of Default, or non-compliance with Sections 6.8(a) and (b), as the case may be, prohibiting such payments is cured or waived, any amounts accrued shall become immediately payable, (j) transactions on terms that are not less favorable to Borrower the Parent Entity or that Subsidiaryits Subsidiaries, as the case may be, than those that might be obtained at the time from a Person who is not such an Affiliate; provided that , including transactions with Affiliate Lenders and Affiliates who are holders of Senior Unsecured Notes and (k) the foregoing restriction shall not apply payment of premiums to (a) any transaction between or among Borrower and the Guarantors; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Borrower or of its Subsidiaries; (c) compensation arrangements (including severance arrangements to the extent approved by a majority of the disinterested members of Borrower’s or the applicable Subsidiary’s board of directors (or similar governing body) or the applicable committee thereof) for present or former officers and other employees of Borrower or of its Subsidiaries entered into Captive Insurance Subsidiary in the ordinary course of business; (d) transactions described in Schedule 6.11; (e) any Restricted Junior Payment permitted pursuant to Section 6.4; (f) indemnities provided for the benefit of, directors, officers or employees of Borrower or of its Subsidiaries in the ordinary course of business; and (g) loans and advances to employees of Borrower or of its Subsidiaries permitted by Section 6.6(f) (as well as advances to employees contemplated by clause (iii) of the defined term “Investment”).

Transactions with Shareholders and Affiliates. No Credit Party shallThe Borrower shall not, nor and it shall it not permit any of its Subsidiaries other Loan Party 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, but excluding the Transactions) with with, or for the benefit of, any Affiliate of Borrower its Affiliates or to permit any such transaction to exist, unless such transaction is: (a) on terms that are not less favorable to the Borrower or that Subsidiary, as the case may be, such other Loan Party than those that might be obtained at the time in a comparable arm’s length transaction with Persons who are not Affiliates of the Borrower or such other Loan Party and the Borrower shall have delivered to the Administrative Agent prior to the consummation of any such transaction or series of related transactions that involves aggregate consideration in excess of $5,000,000 a resolution of the Board of Managers of the Borrower as to the fairness to each applicable Loan Party at the time such transaction or series of related transactions is entered into from a Person who is not such an Affiliatefinancial point of view; provided that the foregoing restriction in no event shall not apply any transaction entered into pursuant to this clause (a) consist of, contain, or provide for the payment of any transaction between management, consulting, advisory or among Borrower and the Guarantors; similar fee, benefiting any Affiliate of a Loan Party (other than a Loan Party); (b) between the Loan Parties; (c) reasonable and customary fees paid to to, and reasonable and customary expenses, reimbursements and indemnification agreements with, members of the board of directors (directors, managing member(s), general partner, manager or similar governing bodybody of the Loan Parties; (d) associated with employment agreements, compensation agreements, non-competition and confidentiality arrangements, employee benefit plans, equity or equity-based or other incentive plans, indemnification provisions and other similar compensatory arrangements with officers, employees and directors of Borrower the Loan Parties in the ordinary course of business or of its Subsidiaries; (c) compensation arrangements (including severance arrangements to the extent as approved by a majority of the disinterested independent members of the Board of Managers of the Borrower’s or ; (e) the applicable Subsidiary’s board making of directors Restricted Junior Payments permitted by Section 6.05; (or similar governing bodyf) or the applicable committee thereof) for present or former officers and other employees making of payments by the Borrower or of its Subsidiaries entered into to Affiliates as reimbursements in the ordinary course of businessbusiness (without any such payments intended in good faith to provide any fee, profit or similar component benefiting any Affiliate of a Loan Party) for: (i) payments made by such Affiliates to Persons that are not Affiliates of the Borrower for products and/or services (including advertising, marketing and insurance products and services) purchased by such Affiliates for utilization or application for the benefit of the gaming, lodging and leisure properties directly or indirectly owned by such Affiliates, such reimbursement to not exceed the pro rata amount of such payments allocated in good faith to the Project after taking into consideration the direct benefits obtained by the Project therefrom as compared to the benefits obtained therefrom by the other gaming, lodging and leisure properties directly or indirectly owned by such Affiliates; and 126 (dii) transactions described to the extent the Loan Parties utilize services of employees of such Affiliates in Schedule 6.11; lieu of such services being provided by employees of the Loan Parties, whether pursuant to an employee sharing arrangement or other similar program, the salary and benefits of such employees and other office/clerical overhead incurred by such Affiliates with respect to such employees (eprovided such reimbursement is only for such portion of such employees’ salary and benefits and related office/clerical overhead as are allocated in good faith to the Loan Parties and the Project) and reasonable travel (including airline travel (provided that any Restricted Junior Payment permitted travel expenses pertaining to the expenses of private/chartered aircraft for any given journey shall be reimbursable only in an amount not to exceed the cost of a first-class ticket that could have been purchased on a commercial airline for the same journey on the applicable date)), lodging, food and entertainment expenses of such employees incurred in furtherance of services provided for, or on behalf of, the Project; (g) related to the provision or purchase of gaming equipment on terms that are not less favorable to the Borrower or such other Loan Party than those that might be obtained at the time in a comparable arm’s length transaction with Persons who are not Affiliates of the Borrower or such other Loan Party; (h) the lease of space on an arm’s length basis solely for the operation of a venue within the Project to an Unrestricted Subsidiary or a Joint Venture formed pursuant to Section 6.4; 6.15; (fi) indemnities provided for with an Affiliated Lender (under, and as defined in, the benefit ofTerm Loan Agreement) acquiring Term Loans in accordance with Section 9.04(g) of the Term Loan Agreement in its capacity as a lender under the Term Facility Documents; (j) pursuant to the terms and conditions of the Development Documents or Subordinated Indebtedness (provided, directors, officers that any amendments to the foregoing shall be required to comply with clause (a) above and the other applicable provisions of the Loan Documents); (k) purchases of materials or employees of Borrower or of its Subsidiaries services by the Loan Parties in the ordinary course of business; and business pursuant to a shared services agreement or procurement agreement on arm’s length terms; (gl) loans and advances any agreement by an Unrestricted Subsidiary or Joint Venture to employees of Borrower pay management fees to the Loan Party directly or of its Subsidiaries indirectly; (m) Investments permitted by Section 6.6(f6.07; (n) set forth on Schedule 6.12 (as well as advances provided that any amendments to employees the foregoing shall be required to comply with clause (a) above and the other applicable provisions of the Loan Documents); (o) contemplated by any Project Document, the Purchase Option Agreement or the Equity Pledge Agreement (provided that any amendments to the foregoing shall be required to comply with clause (iiia) above and the other applicable provisions of the defined term Loan Documents); 127 (p) pursuant to joint marketing, cross marketing, procurement, branding and licensing agreements on arm’s length terms as approved by the Board of Managers of the Borrower; (q) the payment of licensing fees to any Affiliate of the Borrower in connection with the licensing of trade names and trademarks pursuant to a license agreement on arm’s length terms as approved by the Board of Managers of the Borrower; (r) the sale, assignment or disposition of Real Property pursuant to Section 6.09(g); or (s) a branding or licensing agreement (and related and ancillary agreements), entered into from or after the Closing Date, with a Permitted Holder or an Affiliate thereof for use of the name “Investment”)Resorts World” approved by the Board of Managers of the Borrower, provided, that the aggregate fees payable thereunder shall not exceed for any year of such agreement the correlative amounts set forth in item 7 of Schedule 6.12.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of Borrower on terms that are less favorable to Borrower or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such an Affiliate; provided that the foregoing restriction shall not apply to (a) any transaction between or among Borrower and the Guarantors; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Borrower or of its Subsidiaries; (c) compensation arrangements (including severance arrangements to the extent approved by a majority of the disinterested members of Borrower’s or the applicable Subsidiary’s board of directors (or similar governing body) or the applicable committee thereof) for present or former officers and other employees of Borrower or of its Subsidiaries entered into in the ordinary course of business; (d) transactions described in Schedule 6.11; (e) any Restricted Junior Payment permitted pursuant to Section 6.4; (f) indemnities provided for the benefit of, directors, officers or employees of Borrower or of its Subsidiaries in the ordinary course of business; and (g) loans and advances to employees of Borrower or of its Subsidiaries permitted by Section 6.6(f) (as well as advances to employees contemplated by clause (iii) of the defined term “Investment”).; and (h)

Transactions with Shareholders and Affiliates. No Credit Party shallThe Borrower shall not, nor and it shall it not permit any of its Subsidiaries other Loan Party 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, but excluding the Transactions) with with, or for the benefit of, any Affiliate of Borrower its Affiliates or to permit any such transaction to exist, unless such transaction is: (a) on terms that are not less favorable to the Borrower or that Subsidiary, as the case may be, such other Loan Party than those that might be obtained at the time in a comparable arm’s length transaction with Persons who are not Affiliates of the Borrower or such other Loan Party and the Borrower shall have delivered to the Administrative Agent prior to the consummation of any such transaction or series of related transactions that involves aggregate consideration in excess of $5,000,000 a resolution of the Board of Managers of the Borrower as to the fairness to each applicable Loan Party at the time such transaction or series of related transactions is entered into from a Person who is not such an Affiliatefinancial point of view; provided that the foregoing restriction in no event shall not apply any transaction entered into pursuant to this clause (a) consist of, contain, or provide for the payment of any transaction between management, consulting, advisory or among Borrower and the Guarantors; similar fee, benefiting any Affiliate of a Loan Party (other than a Loan Party); (b) between the Loan Parties; (c) reasonable and customary fees paid to to, and reasonable and customary expenses, reimbursements and indemnification agreements with, members of the board of directors (directors, managing member(s), general partner, manager or similar governing bodybody of the Loan Parties; (d) associated with employment agreements, compensation agreements, non-competition and confidentiality arrangements, employee benefit plans, equity or equity-based or other incentive plans, indemnification provisions and other similar compensatory arrangements with officers, employees and directors of Borrower the Loan Parties in the ordinary course of business or of its Subsidiaries; (c) compensation arrangements (including severance arrangements to the extent as approved by a majority of the disinterested independent members of the Board of Managers of the Borrower’s or ; (e) the applicable Subsidiary’s board making of directors Restricted Junior Payments permitted by Section 6.05; (or similar governing bodyf) or the applicable committee thereof) for present or former officers and other employees making of payments by the Borrower or of its Subsidiaries entered into to Affiliates as reimbursements in the ordinary course of businessbusiness (without any such payments intended in good faith to provide any fee, profit or similar component benefiting any Affiliate of a Loan Party) for: (i) payments made by such Affiliates to Persons that are not Affiliates of the Borrower for products and/or services (including advertising, marketing and insurance products and services) purchased by such Affiliates for utilization or application for the benefit of the gaming, lodging and leisure properties directly or indirectly owned by such Affiliates, such reimbursement to not exceed the pro rata amount of such payments allocated in good faith to the Project after taking into consideration the direct benefits obtained by the Project therefrom as compared to the benefits obtained therefrom by the other gaming, lodging and leisure properties directly or indirectly owned by such Affiliates; and (dii) transactions described to the extent the Loan Parties utilize services of employees of such Affiliates in Schedule 6.11; lieu of such services being provided by employees of the Loan Parties, whether pursuant to an employee sharing arrangement or other similar program, the salary and benefits of such employees and other office/clerical overhead incurred by such Affiliates with respect to such employees (eprovided such reimbursement is only for such portion of such employees’ salary and benefits and related office/clerical overhead as are allocated in good faith to the Loan Parties and the Project) and reasonable travel (including airline travel (provided that any Restricted Junior Payment permitted travel expenses pertaining to the expenses of private/chartered aircraft for any given journey shall be reimbursable only in an amount not to exceed the cost of a first-class ticket that could have been purchased on a commercial airline for the same journey on the applicable date)), lodging, food and entertainment expenses of such employees incurred in furtherance of services provided for, or on behalf of, the Project; (g) related to the provision or purchase of gaming equipment on terms that are not less favorable to the Borrower or such other Loan Party than those that might be obtained at the time in a comparable arm’s length transaction with Persons who are not Affiliates of the Borrower or such other Loan Party; (h) the lease of space on an arm’s length basis solely for the operation of a venue within the Project to an Unrestricted Subsidiary or a Joint Venture formed pursuant to Section 6.4; 6.15; (fi) indemnities provided for with an Affiliated Lender acquiring Loans in accordance with Section 9.04(g) in its capacity as a Lender under the benefit ofLoan Documents; (j) pursuant to the terms and conditions of the Development Documents or Subordinated Indebtedness (provided, directors, officers that any amendments to the foregoing shall be required to comply with clause (a) above and the other applicable provisions of the Loan Documents); (k) purchases of materials or employees of Borrower or of its Subsidiaries services by the Loan Parties in the ordinary course of business; and business pursuant to a shared services agreement or procurement agreement on arm’s length terms; (gl) loans and advances any agreement by an Unrestricted Subsidiary or Joint Venture to employees of Borrower pay management fees to the Loan Party directly or of its Subsidiaries indirectly; (m) Investments permitted by Section 6.6(f6.07; (n) set forth on Schedule 6.12 (as well as advances provided that any amendments to employees the foregoing shall be required to comply with clause (a) above and the other applicable provisions of the Loan Documents); (o) contemplated by any Project Document, the Purchase Option Agreement or the Equity Pledge Agreement (provided that any amendments to the foregoing shall be required to comply with clause (iiia) above and the other applicable provisions of the defined term Loan Documents); (p) pursuant to joint marketing, cross marketing, procurement, branding and licensing agreements on arm’s length terms as approved by the Board of Managers of the Borrower; (q) the payment of licensing fees to any Affiliate of the Borrower in connection with the licensing of trade names and trademarks pursuant to a license agreement on arm’s length terms as approved by the Board of Managers of the Borrower; (r) the sale, assignment or disposition of Real Property pursuant to Section 6.09(g); or (s) a branding or licensing agreement (and related and ancillary agreements), entered into from or after the Closing Date, with a Permitted Holder or an Affiliate thereof for use of the name “Investment”)Resorts World” approved by the Board of Managers of the Borrower, provided, that the aggregate fees payable thereunder shall not exceed for any year of such agreement the correlative amounts set forth in item 7 of Schedule 6.12.

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of Borrower on terms that are less favorable to Borrower or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such an Affiliate; provided that the foregoing restriction shall not apply to (a) any transaction between or among Borrower and the Guarantors; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Borrower or of its Subsidiaries; (c) compensation arrangements (including severance arrangements to the extent approved by a majority of the disinterested members of Borrower’s or the applicable Subsidiary’s board of directors (or similar governing body) or the applicable committee thereof) for present or former officers and other employees of Borrower or of its Subsidiaries entered into in the ordinary course of business; (d) transactions described in Schedule 6.11; (e) any Restricted Junior Payment permitted pursuant to Section 6.4; (f) indemnities provided for the benefit of, directors, officers or employees of Borrower or of its Subsidiaries in the ordinary course of business; and (g) loans and advances to employees of Borrower or of its Subsidiaries permitted by Section 6.6(f) (as well as advances to employees contemplated by clause (iii) of the defined term “Investment”).; and (h)

Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of Borrower on terms that are less favorable to Borrower or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such an Affiliatea holder or Affiliate as determined in good faith by the disinterested members of the Board of Directors of Borrower; provided that (but subject to approval by the Bankruptcy Court if, in Borrower’s reasonable opinion (and upon reasonable prior notice from Borrower to Administrative Agent), required by the Bankruptcy Code), the foregoing restriction shall not apply to (a) any transaction between or among Borrower and the Guarantorsany Guarantor Subsidiary; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Borrower or of and its Subsidiaries; (c) compensation arrangements (including severance arrangements to the extent approved by a majority of the disinterested members of Borrower’s or the applicable Subsidiary’s board of directors (or similar governing body) or the applicable committee thereof) for present or former officers and other employees of Borrower or of and its Subsidiaries entered into in the ordinary course of business; (d) the provision of officers’ and directors’ indemnification and insurance in the ordinary course of business to the extent permitted by applicable law; (e) transactions described in Schedule 6.11; (e) any Restricted Junior Payment permitted pursuant to Section 6.4; (f) indemnities provided for Indebtedness that may be incurred to the benefit of, directors, officers or employees of Borrower or of its Subsidiaries in the ordinary course of businessextent permitted by Section 6.1(k); and (g) loans and advances Investments that may be made to employees of Borrower or of its Subsidiaries the extent permitted by Section 6.6(f) (as well as advances to employees contemplated by clause (iii) of the defined term “Investment”6.6(h).