Arm’s Length Negotiations. Each Party herein expressly represents and warrants to all other Parties hereto that # before executing this Agreement, said Party has fully informed itself of the terms, contents, conditions, and effects of this Agreement; # said Party has relied solely and completely upon its own judgment in executing this Agreement; # said Party has had the opportunity to seek and has obtained the advice of its own legal, tax and business advisors before executing this Agreement; # said Party has acted voluntarily and of its own free will in executing this Agreement; and # this Agreement is the result of arm’s length negotiations conducted by and among the Parties and their respective counsel.

Arm’s-Length Transactions. On sales of Products which are made in other than an arms’-length transaction, the value of the Net Sales attributed under this [Section 4.2]

Non-Arm’s Length Transactions. Except for employment or employment compensation agreements entered into in the ordinary course of business or as contemplated in this Arrangement Agreement or the Plan of Arrangement, there are no current contracts, commitments, agreements, arrangements or other transactions (including relating to indebtedness by Target or any of the Target Subsidiaries) between Target or any of the Target Subsidiaries on the one hand, and any: # officer or director of Target or any of the Target Subsidiaries; # any holder of record or, to the knowledge of Target, beneficial owner of five percent or more of the voting securities of Target; or # any affiliate or associate of any officer, director or beneficial owner, on the other hand.

Length of Term. If # Tenant exercises the 4th Floor ROFO, the 5th Floor ROFR and/or the ROFO (each a “Preferential Right”); # the term of Tenant’s lease (the “Preferential Space Term”) of the 4th Floor ROFO Space, the 5th Floor ROFR Space and/or the ROFO Space (each, “Preferential Space”) is for at least sixty (60) months; and # the Term of the Lease for the balance of the Premises (including all previously added Preferential Space but excluding the Preferential Space then being added to the Premises) will terminate prior to the expiration of the Preferential Space Term (such date the “Pre-Preferential Right Expiration Date”), then, upon Tenant’s written notice (a “Preferential Space Term Extension Notice”), the Term of the Lease for the Premises then leased by Tenant (i.e., excluding the Preferential Space then being added to the Premises but including all prior Preferential Space added to the Premises) shall be extended such that it is coterminous with the Preferential Space Term (such period of time from the Pre-Preferential Right Expiration Date through the expiration of the applicable Preferential Space Term being referred to in this Subsection # as the “Shoulder Term”); provided, however, in order to be effective, each such Preferential Space Term Extension Notice shall # be in writing; # be delivered concurrently with Tenant’s 4th Floor ROFO Exercise Notice, 5th Floor ROFR Exercise Notice, or ROFO Exercise Notice, as applicable; # be irrevocable; and # apply to all, but not less than all, of the Premises then leased by Tenant hereunder. Further, if Tenant timely elects to so extend the Term of the Lease, then the Base Rent for the Premises (excluding the Preferential Space then being added to the Premises pursuant to the applicable Preferential Right) commencing on the first day of such Shoulder Term shall equal 103% of the Base Rent charged during the last month of the Term and, thereafter, shall increase an additional 3% on each anniversary of the commencement of the Shoulder Term. If Tenant does not deliver a proper Preferential Term Extension Notice as and when required hereunder, then the Term for the Premises (excluding the Preferential Space then being added) shall terminate upon the expiration of the then applicable Term and the term of the Lease with respect to the applicable Preference Space shall expire on the last day of the Preferential Space Term. Tenant’s election to extend the Term for the Shoulder Term shall not constitute an exercise of Tenant’s Options pursuant to Section 34 above.

Arm’s-Length Relationships. The Seller will maintain arm’s-length relationships with the Servicer, the Parent, the Performance Guarantors, the Originators and any Affiliates thereof. Any Person that renders or otherwise furnishes services to the Seller will be compensated by the Seller at market rates for such services it renders or otherwise furnishes to the Seller. Neither the Seller on the one hand, nor the Servicer, the Parent, the Performance Guarantors, any Originator or any Affiliate thereof, on the other hand, will be or will hold itself out to be responsible for the debts of the other or the decisions or actions respecting the daily business and affairs of the other. The Seller, the Servicer, the Parent, the Performance Guarantors, the Originators and their respective Affiliates will immediately correct any known misrepresentation with respect to the foregoing, and they will not operate or purport to operate as an integrated single economic unit with respect to each other or in their dealing with any other entity.

No director or officer, former director or officer, shareholder or employee of, or any other Person not dealing at arm’s length with the Vendor or any of its Subsidiaries is engaged in any transaction or arrangement with or is a party to a Contract with, or has any indebtedness, liability or obligation to, the Vendor or any of its Subsidiaries relating to the Roughrider Property.

Length of Term. The term of this Lease shall be for a period of fifteen (15) years plus the partial calendar month, if any, occurring after the Commencement Date (as hereinafter defined) if the Commencement Date occurs other than on the first day of a calendar month.

“Arm’s Length Terms” means, with respect to any Person, terms and conditions not less favorable to such Person than those that would prevail in an arm’s-length transaction with an unrelated thirty party.

Arm’s-Length Relationships. The Seller will maintain arm’s-length relationships with the Master Servicer, the Parent, the Performance Guarantor, the Originators and any Affiliates thereof. Any Person that renders or otherwise furnishes services to the Seller will be compensated by the Seller at market rates for such services it renders or otherwise furnishes to the Seller. Neither the Seller on the one hand, nor the Master Servicer, the Parent, the Performance Guarantor, any Originator or any Affiliate thereof, on the other hand, will be or will hold itself out to be responsible for the debts of the other or the decisions or actions respecting the daily business and affairs of the other. The Seller, the Master Servicer, the Parent, the Performance Guarantor, the Originators and their respective Affiliates will immediately correct any known misrepresentation with respect to the foregoing, and they will not operate or purport to operate as an integrated single economic unit with respect to each other or in their dealing with any other entity.

Restriction on Non-Arm’s Length Transactions. The Borrowers shall not, and shall not permit any Loan Party to enter into any transaction or agreement in relation to any Project or any Property comprising a Project with any Person which is not at Arm’s Length with each Loan Party unless: