Common use of Transactions with Affiliates Clause in Contracts

Transactions with Affiliates. Neither Holdings nor the Borrower will, nor will they permit any Restricted Subsidiary to, sell, lease or otherwise transfer any assets to, or purchase, lease or otherwise acquire any assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 with, any of its Affiliates, except (i) transactions that are at prices and on terms and conditions not less favorable to the Borrower or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (ii) transactions between or among the Loan Parties not involving any other Affiliate, (iii) advances, equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests and other Restricted Payments permitted under Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (to the extent such transaction is not required to be for fair value thereunder), (iv) the payment of reasonable fees to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers, consultants or employees of Holdings, the Borrower or the Restricted Subsidiaries in the ordinary course of business, (v) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (vi) employment and severance arrangements entered into in the ordinary course of business between Holdings, the Borrower or any Restricted Subsidiary and any employee thereof and approved by the Borrower’s board of directors.

Transactions with Affiliates. Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any Restricted Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 with, any of its Affiliates, except (ia) transactions that (i) are in the ordinary course of business and (ii) are at prices and on terms and conditions not less favorable to the Borrower such Loan Party or such Restricted Subsidiary than could be obtained on an arm’sarm's-length basis from unrelated third parties, (iib) transactions between or among the any Borrower and any Subsidiary that is a Loan Parties Party not involving any other Affiliate, (iiic) advancesany investment permitted by Sections 6.04(c) or 6.04(d), equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests and other Restricted Payments (d) any Indebtedness permitted under Section 6.08 and investments6.01(c), (e) any Restricted Payment permitted by Section 6.08, (f) loans and or advances to Restricted Subsidiaries employees permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (to the extent such transaction is not required to be for fair value thereunder)6.04, (ivg) the payment of reasonable fees to members of the board of managers or directors of Holdings, the any Borrower or any Restricted Subsidiary who are not employees of Holdings, the such Borrower or any Restricted Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, managers, directors, officers, consultants officers or employees of Holdings, the Borrower Borrowers or the Restricted their Subsidiaries in the ordinary course of business, (vh) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock or membership interest options and stock or membership interest ownership plans approved by the Borrower’s HF Foods' board of directors and (vii) employment payment by each applicable Working Capital Borrower to the applicable Subsidiary that owns the real property on which such Working Capital Borrower operates of lease amounts not less favorable to such Working Capital Borrower than could be obtained on an arm's-length basis from unrelated third parties. No Loan Party will, nor will it permit any Subsidiary to, make any advance or loan to any of its suppliers that are Affiliates, except loans and severance arrangements entered into in the ordinary course of business between Holdings, the Borrower advances that are at prices and on terms and conditions not less favorable to such Loan Party or any Restricted such Subsidiary and any employee thereof and approved by the Borrower’s board of directorsthan could be obtained on an arm's-length basis from unrelated third parties.

Transactions with Affiliates. Neither Holdings nor the Borrower willParent will not, nor and will they not permit any of its Restricted Subsidiary Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 with, any of its AffiliatesAffiliates (other than Parent or any Restricted Subsidiary), except (ia) transactions that are at prices and on terms and conditions not materially less favorable to the Borrower Parent or such Restricted Subsidiary than could be obtained it would obtain on an arm’s-length basis from unrelated third parties, (ii) transactions between or among the Loan Parties a Person that is not involving any other an Affiliate, (iiib) advances, equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests and other any Restricted Payments Payment permitted under by Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (to the extent such transaction is not required to be for fair value thereunder)7.06, (ivc) the payment of reasonable customary fees paid and indemnifications provided to directors of HoldingsParent and its Restricted Subsidiaries, the Borrower (d) any Permitted Reorganization, (e) compensation and indemnification of, and other employment agreements and arrangements, employee benefit plans, and stock incentive plans with, directors, officers and employees of Parent or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers, consultants or employees of Holdings, the Borrower or the Restricted Subsidiaries entered in the ordinary course of business, (vf) any issuances Investments permitted by Section 7.04, (g) leases or subleases of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (vi) employment and severance arrangements entered into property in the ordinary course of business not materially interfering with the business of Parent and the Restricted Subsidiaries taken as a whole, (h) transactions between Holdings, the Borrower or among Parent and/or any Restricted Subsidiary and any employee thereof entity that becomes a Restricted Subsidiary as a result of such transaction; (i) transactions relating to compliance with the USAO Settlement Obligations; (j) the payment of fees, expenses and approved indemnities and other payments pursuant to, and the transactions pursuant to, the agreements set forth on Schedule 7.05 (as such agreements are in effect on the Closing Date), and (k) the granting of registration and other customary rights in connection with the issuance of Equity Interests by Parent not otherwise prohibited by the Borrower’s board of directorsLoan Documents.

Transactions with Affiliates. Neither Holdings nor Prior to the Acquisition Closing Date, the Borrower willwill not, nor and will they not permit any Restricted Subsidiary, and, after the Acquisition Closing Date, Parent will not, and will not permit any Restricted Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 with, any of its Affiliates, with a fair market value in excess of the greater of $30,000,000 and 2.5% of Consolidated EBITDA except (ia) transactions that are at prices and on terms and conditions (taken as a whole) not materially less favorable to the Borrower Parent or such Restricted Subsidiary than could reasonably be expected to be obtained on an arm’s-length basis from unrelated third parties, parties (iias determined in good faith by the Borrower); (b) transactions between or among the Loan Parties Parent and the Restricted Subsidiaries (or any entity that becomes a Restricted Subsidiary as a result of such transaction) not involving any other Affiliate; (c) loans or advances to employees, (iii) advances, equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests officers and other Restricted Payments directors permitted under Section 6.08 6.04; (d) payroll, travel and investments, loans and similar advances to Restricted Subsidiaries cover matters permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 6.04; (to the extent such transaction is not required to be for fair value thereunder), (ive) the payment of reasonable fees and reimbursement of out-of-pocket expenses to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower Parent or any Restricted Subsidiary, and ; (f) compensation (including bonuses) and employee benefit arrangements paid to, and indemnities provided for the benefit of, and employment and severance arrangements entered into with, directors, officers, managers, consultants or employees of Holdings, the Borrower Parent or the Restricted Subsidiaries in the ordinary course of business, including in connection with the Transactions and any other transaction permitted hereunder; (vg) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans plans; (h) any payments to any Equity Investor or its Affiliates for reimbursement of out-of-pocket costs and expenses and indemnities in connection therewith; (i) payment of fees and expenses pursuant to the Transactions, and other fees payable to any of its Affiliates by the Parent and any Restricted Subsidiaries, which payments are approved by a majority of the Borrower’s disinterested members of the board of directors of the Parent in good faith; (j) any Restricted Payment and payments on Indebtedness not prohibited by Section 6.08; (vik) employment [Reserved]; (l) transactions between and severance arrangements entered into among the Parent and its Subsidiaries or the Borrower and its Subsidiaries which are in the ordinary course of business and transactions between Holdings, Parent or the Borrower and its direct or indirect shareholders in the ordinary course of business with respect to the Equity Interests in the Parent or the Borrower, as applicable, such as shareholder agreements, registration agreements and including providing expense reimbursement and indemnities in respect thereof; (m) the Transactions (including payment of Transaction Costs); (n) transactions pursuant to the Transition Services Agreement; (o) the existence and performance of agreements and transactions with any Unrestricted Subsidiary that were entered into prior to the designation of a Restricted Subsidiary as such Unrestricted Subsidiary to the extent that the transaction was permitted at the time that it was entered into with such Restricted Subsidiary and transactions entered into by an Unrestricted Subsidiary with an Affiliate prior to the redesignation of any such Unrestricted Subsidiary as a Restricted Subsidiary; (p) Affiliate repurchases of the Loans or Commitments to the extent permitted hereunder and the holding of such Loans or Commitments and the payments and other transactions contemplated herein in respect thereof; (q) transactions set forth on Schedule 6.09, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time in accordance with the other terms of this covenant or to the extent not more disadvantageous to the Secured Parties in any material respect (taken as a whole); (r) any customary transaction with a Receivables Facility or a Securitization Subsidiary effected as part of a Qualified Securitization Financing; (s) any Intercompany License Agreements; (t) payments to or from, and transactions with, joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by the Parent and the Restricted Subsidiaries in such joint venture) in the ordinary course of business; (u) transactions by the Parent and its Restricted Subsidiaries with customers, clients, joint venture partners, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement that are fair to the Parent and the Restricted Subsidiaries, as determined in good faith by the board of directors or the senior management of the relevant Person, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (v) any transaction between or among the Parent or any Restricted Subsidiary and any employee thereof Affiliate of the Parent or a Joint Venture or similar entity that would constitute an Affiliate transaction solely because the Parent or a Restricted Subsidiary owns an equity interest in or otherwise controls such Affiliate, Joint Venture or similar entity; (w) loans and approved by advances to any Parent Entity permitted under Section 6.4(ff) and (x) transactions in which the Borrower’s board Parent or any Restricted Subsidiary, as the case may be, delivers to the Administrative Agent a letter from an independent financial advisor stating that such transaction is fair to the Parent or such Restricted Subsidiary from a financial point of directorsview or meets the requirements of clause (a) of this Section 6.09.

Transactions with Affiliates. Neither Holdings nor the Borrower will, nor will they permit any Restricted Subsidiary towill, selldirectly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or otherwise transfer exchange of any assets to, property or purchase, lease the rendering of any service) with any Affiliate of the Borrower or otherwise acquire any assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 with, any of its Affiliates, except (i) transactions such Restricted Subsidiary on terms that are at prices and on terms and conditions not less favorable to the Borrower or such Restricted Subsidiary Subsidiary, as the case may be, than could be obtained on those that would prevail in an arm’s-length basis from transaction with unrelated third parties, ; provided that the foregoing restriction shall not apply to (iia) transactions between or among the Loan Credit Parties not involving any other Affiliate, (iiib) advancesany Restricted Junior Payment permitted under Section 6.4, equity issuances, repurchases, retirements or other acquisitions or retirements (c) issuances by the Borrower of Equity Interests (other than Disqualified Equity Interests) and other Restricted Payments permitted under Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving receipt by the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (to the extent such transaction is not required to be for fair value thereunder)of capital contributions, (ivd) the payment compensation and indemnification arrangements for directors, officers, employees and consultants of reasonable fees to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers, consultants or employees of Holdings, the Borrower or the Restricted Subsidiaries in the ordinary course of business, (v) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (vi) employment and severance arrangements entered into in the ordinary course of business between Holdings(including, for the Borrower avoidance of doubt, grants of stock options, stock purchase rights, stock exchange rights or any Restricted Subsidiary other equity-based awards to directors, employees and officers and any employee thereof “key-man” insurance policy maintained by a Credit Party), (e) loans and approved by advances permitted under Section 6.6(j) or 6.6(k), (f) the Borrower’s board Transactions and the payment of directorsfees and expenses in connection with the consummation of the Transactions, (g) the Acquired Company Indemnity Letter Agreement and (h) the transactions set forth on Schedule 6.10 (without giving effect to any amendment, restatement, supplement or other modification thereto after the Closing Date that could reasonably be expected to be adverse in any material respect to the Lenders).

Transactions with Affiliates. Neither Holdings nor the Borrower willwill not, nor and will they not permit Parent or any Restricted other Subsidiary of Parent to, selldirectly or indirectly, lease enter into or otherwise transfer permit to exist any assets totransaction with any Affiliate of Parent or any of its Subsidiaries except for: (a) transactions (other than the payment of management, consulting, monitoring, or purchaseadvisory fees) between Parent or its Subsidiaries, lease on the one hand, and any Affiliate of Parent or otherwise acquire any assets fromits Subsidiaries, on the other hand, so long as such transactions (i) are fully disclosed to Agent prior to the consummation thereof, if they involve one or otherwise engage in any other transactions involving aggregate consideration more payments by Parent or its Subsidiaries in excess of $500,000 with250,000 for any single transaction or series of related transactions, any of its Affiliates, except (i) transactions that are at prices and on terms and conditions not less favorable to the Borrower or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (ii) transactions between are no less favorable, taken as a whole, to Parent or among its Subsidiaries, as applicable, than would be obtained in an arm's length transaction with a non-Affiliate, (b) so long as it has been approved by Parent's or its applicable Subsidiary's board of directors (or comparable governing body) in accordance with applicable law, any indemnity provided for the Loan Parties not involving any other Affiliatebenefit of directors (or comparable managers) of Parent or its applicable Subsidiary, (c) so long as it has been approved by Parent's or its applicable Subsidiary's board of directors (or comparable governing body) if required by applicable law or Parent's or such Subsidiary's Governing Documents, (iii) advances, equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests and other Restricted Payments permitted under Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (to the extent such transaction is not required to be for fair value thereunder), (iv) the payment of reasonable fees to directors of Holdingscompensation, the Borrower or any Restricted Subsidiary who are not employees of Holdingsseverance, the Borrower or any Restricted Subsidiaryindemnification, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directorsexpense reimbursements to employees, officers, consultants or employees and outside directors of Holdings, the Borrower Parent or the Restricted Subsidiaries applicable Subsidiary, in the ordinary course of business, (v) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (vi) employment and severance arrangements entered into each case in the ordinary course of business between Holdingsand consistent with industry practice, (d) transactions permitted by Section 6.3 or Section 6.9, the Borrower or any Restricted Subsidiary and Permitted Intercompany Advance, (e) the payment of reasonable out-of-pocket expenses pursuant to any employee thereof and approved financial advisory, financing, underwriting, or placement agreement or in respect of other investment banking activities, including in connection with acquisitions or divestitures that are permitted by the Borrower’s board of directorsthis Agreement, and (f) transactions among Loan parties not otherwise prohibited under this Agreement.

Transactions with Affiliates. Neither Holdings nor the The Borrower willwill not, nor and will they not permit any Restricted Subsidiary to, sellenter into any transaction (including, lease without limitation, the purchase or otherwise sale of any Property or service) with, or make any payment or transfer any assets to, or purchase, lease or otherwise acquire any assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 with, any of its Affiliates, Affiliate except (i) transactions that are at prices pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and on upon terms and conditions not no less favorable to the Borrower or such Restricted Subsidiary than could be obtained on an the Borrower or such Subsidiary would obtain in a comparable arm’s-length basis from unrelated third partiestransaction, (ii) transactions between or among the Loan Credit Parties not involving any other Affiliate, (iii) advances, equity issuances, repurchases, retirements transactions between or other acquisitions or retirements of Equity Interests and other Restricted Payments permitted under Section 6.08 and investments, loans and advances to Restricted among Subsidiaries permitted under Section 6.04 and that are not Guarantors not involving any other transaction involving the Borrower Affiliate and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one transactions by or more Restricted Subsidiaries with a Rabbi Trust or between two or more Restricted Subsidiaries and Section 6.05 (to the extent such transaction is not required to be for fair value thereunder)Rabbi Trust Subsidiary, (iv) the payment of reasonable fees Borrower and its Subsidiaries may make loans and advances to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers, consultants or and employees of Holdings, the Borrower or the Restricted and its Subsidiaries in the ordinary course of business, (v) any issuances the Borrower and its Subsidiaries may make payments in respect of securities transactions required to be made pursuant to agreements or other paymentsarrangements in effect on the Closing Date and set forth on Schedule 6.16, awards or grants in cash(vi) the Borrower and its Subsidiaries may enter into, securities or otherwise pursuant tomake payments under, or the funding of, employment agreementsissue securities, stock options or similar rights pursuant to employment arrangements, employee benefit plans, equity option plans, indemnification provisions and stock ownership plans approved by other compensatory arrangements with directors, officers, and employees of the Borrower’s board of directors Borrower and (vi) employment and severance arrangements entered into its Subsidiaries in the ordinary course of business between Holdingsbusiness, so long as such payments and issuances otherwise comply with the terms of this Agreement, (vii) the Borrower and its Subsidiaries may make Restricted Payments permitted by Section 6.10, (viii) the Borrower and its Subsidiaries may enter into transactions permitted by Section 6.11, 6.12, 6.13 or any Restricted Subsidiary 6.14, and any employee thereof and approved by (ix) the Borrower’s board making of severance payments to directors, officers or employees of VITAS Healthcare that are required pursuant to arrangements in effect prior to the date that the Borrower acquired VITAS Healthcare.

Transactions with Affiliates. Neither Holdings nor the Borrower will, nor The Company will they not and will not permit any Restricted Subsidiary to, sell, lease to enter into directly or otherwise transfer indirectly any assets to, transaction or group of related transactions (including without limitation the purchase, lease lease, sale or otherwise acquire exchange of properties of any assets from, kind or otherwise engage in the rendering of any service) with any Affiliate other transactions involving aggregate consideration in excess of $500,000 with, any of its Affiliates, except than (i) transactions that are at prices with Project Finance Subsidiaries, as permitted by Section 9.7(b)(ii) and on terms and conditions not less favorable to the Borrower or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (ii) other transactions between or among the Loan Parties not involving Company and one or more Subsidiaries, or any other Affiliatesubset thereof, to the extent permitted under Sections 10.2, 10.6, 10.7, 10.10 and 10.14, (ii) Leases with Qualified Lessees and transactions relating thereto, (iii) advances, equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests any Qualified Lessee Affiliate Loan and other Restricted Payments any Indebtedness permitted under Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (to the extent such transaction is not required to be for fair value thereunder10.6(d)(ii), (iv) the payment of customary fees and reasonable fees to directors out of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, and compensation and employee benefit arrangements paid pocket costs to, and indemnities provided for the benefit of, directors, officers, consultants or officers and employees of Holdings, the Borrower or the Restricted Company and its Subsidiaries in the ordinary course of business, (v) Investments permitted pursuant to Section 10.7, (vi) transactions entered into in connection with the Cross Valley Project on or prior to the Cross Valley Project Transfer and the Golden Spread Project on or prior to the Golden Spread Project Transfer, (vii) ROFO Transfers, and (viii) upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtained in a comparable arms-length transaction with a Person not an Affiliate; provided that any issuances transaction will be deemed to meet the requirements of securities or other paymentsthis clause (viii) if, awards or grants in cash(x) prior to a Qualifying IPO, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans such transaction is on terms approved by the Borrower’s holders of a majority of the Capital Stock of InfraREIT held by Persons who do not have a separate material interest in such transaction other than by virtue of their ownership of such Capital Stock, or by a majority of the directors nominated by such Persons, and (y) upon the completion of a Qualifying IPO and thereafter, such transaction is on terms approved by a majority of the board of directors and (vior comparable governing body) employment and severance arrangements entered into in of InfraREIT or an Affiliate thereof who are “independent”(as such term is defined pursuant to the ordinary course rules of business between Holdingsthe primary exchange on which the Capital Stock is listed for trading), or a majority of the Borrower or “independent” members of a committee of any Restricted Subsidiary and any employee thereof and approved by the Borrower’s such board of directorsdirectors (or comparable governing body).

Transactions with Affiliates. Neither Holdings nor the The Borrower willwill not, nor and will they not permit any Restricted Subsidiary to, sell, lease or otherwise transfer any assets to, or purchase, lease or otherwise acquire any assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 with, any of its Affiliates, except (ia) transactions that are at prices and on terms and conditions not materially less favorable to the Borrower or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (iib) transactions between or among the Loan Parties Borrower and the Restricted Subsidiaries not involving any other Affiliate, (iiic) advances, equity issuances, repurchases, retirements loans or other acquisitions or retirements of Equity Interests and other Restricted Payments permitted under Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving employees in the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (to the extent such transaction is not required to be for fair value thereunder)ordinary course of business, (ivd) payroll, travel and similar advances to cover matters in the ordinary course of business, (e) the payment of reasonable fees to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers, consultants officers or employees of Holdings, the Borrower or the Restricted Subsidiaries in the ordinary course of business, (vf) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and directors, (vig) employment and severance arrangements entered into in the ordinary course of business between Holdings, the Borrower or any Restricted Subsidiary and any employee thereof and approved by the Borrower’s board of directors, (h) any payments made pursuant to the Management Agreements, (i) any Restricted Payment permitted by Section 6.06, (j) transactions expressly permitted under any Securitization Document, (k) transactions expressly permitted by Section 6.03(a) and Sections 6.04(a)(ii) and (a)(iii), (l) management and other similar services and arrangements performed in the ordinary course of business by the Borrower or any Restricted Subsidiary in favor of the Borrower or any other Restricted Subsidiary, (m) transactions as may be disclosed in the public reports of the Borrower filed or furnished with the SEC prior to the date of this Agreement, (n) any transactions that are otherwise approved by the board of directors of the Borrower or such Restricted Subsidiary, (o) investments of cash and Cash Equivalents in Unrestricted Subsidiaries and (p) transactions set forth on Schedule 6.07.

Transactions with Affiliates. Neither Intermediate Holdings nor and the Borrower willwill not, nor and will they not permit any of its Restricted Subsidiary Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 with, any of its Affiliates, except (ia) transactions that are in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower Intermediate Holdings or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third partiesparties and (b) any Restricted Payment permitted by Section 6.07; provided, that the foregoing restrictions shall not apply to (iii) transactions any transaction between the Borrower and any Subsidiary thereof or any other transaction between or among the Loan Parties Borrower or any of its Subsidiaries (or an entity that becomes a Subsidiary as a result of such transaction) to the extent expressly permitted or not involving any other Affiliate, prohibited by this Agreement; (ii) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Intermediate Holdings and its Restricted Subsidiaries; (iii) advances, equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests compensation arrangements for officers and other Restricted Payments permitted under Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (to the extent such transaction is not required to be for fair value thereunder), (iv) the payment of reasonable fees to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, Intermediate Holdings and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers, consultants or employees of Holdings, the Borrower or the Restricted its Subsidiaries in the ordinary course of business, (v) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (vi) employment and severance arrangements entered into in the ordinary course of business between Holdingsbusiness; (iv) payments to MSG pursuant to the Parent Organizational Agreement to the extent otherwise permitted hereunder; (v) transactions described on Schedule 6.08; and (vi) transactions with Permitted Joint Ventures for the purchase or sale of goods, equipment, products, parts and services entered into in the ordinary course of business. The Borrower or shall disclose in writing each material transaction with any Affiliate of Intermediate Holdings to the Agent (excluding, for the avoidance of doubt, transactions among Restricted Subsidiary and any employee thereof and approved by the Borrower’s board of directorsParties not otherwise prohibited hereunder).

Transactions with Affiliates. Neither Holdings nor Enter into any transaction of any kind with any Affiliate of the Borrower will(other than a Relevant Party), nor will they permit any Restricted Subsidiary towhether or not in the ordinary course of business, sell, lease or otherwise transfer any assets to, or purchase, lease or otherwise acquire any assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 with, any of its Affiliates, except (i) transactions that are at prices than on fair and on reasonable terms and conditions not less substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than could be obtained on an arm’s-length basis from unrelated third partiesAffiliate; provided that this Section does not prohibit (i) any Investment permitted under Section 7.03, (ii) transactions between any merger, dissolution, liquidation, consolidation or among the Loan Parties not involving any other AffiliateDisposition permitted under Section 7.04, (iii) advances, equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests and other any Restricted Payments Payment permitted under Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (to the extent such transaction is not required to be for fair value thereunder)7.06, (iv) the payment of reasonable fees to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers, consultants officers or employees of Holdings, the Borrower or the any Restricted Subsidiaries Subsidiary in the ordinary course of business, (v) any issuances the execution, delivery and performance (as applicable) of securities all transactions in connection with the Public Offering (including the Specified IPO Transactions), and all fees and expenses paid or other paymentspayable in connection therewith, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (vi) employment and severance arrangements entered into in the ordinary course of business between Holdings, payments by the Borrower or any Restricted Subsidiary to any Affiliate in pursuant to the terms and any employee thereof and approved conditions of the Services Agreement; (vii) transactions contemplated by or in furtherance of the Contractual Obligations set forth on Schedule 7.08, in each case, substantially as in effect on the date hereof or as may be extended, renewed, modified, amended or replaced in a manner that is not materially adverse to the interests of the Borrower or the Lenders, or (viii) the reimbursement of reasonable allocated overhead costs incurred by the Borrower’s board direct or indirect parent entities (or any Affiliate thereof) that are incurred by such Persons in connection with administering the affairs and operations of directorsthe Relevant Parties.

Transactions with Affiliates. Neither Holdings nor the Borrower will, nor will they permit any Restricted Subsidiary to, No Company shall sell, lease lease, or otherwise transfer any assets to, or purchase, lease lease, or otherwise acquire any assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 with, any of its Affiliates, except except: (ia) transactions that are in the Ordinary Course of Business at prices and on terms and conditions that are fair and reasonable and not less favorable to the Borrower or such Restricted Subsidiary Company than could be obtained on an arm’s-arm’s length basis from unrelated third parties, and fully disclosed in writing to Administrative Agent and the Lenders; (iib) transactions between or expressly permitted by Sections 6.1, 6.3, 6.4, and 6.5 among the Loan Parties Borrowers and their Subsidiaries and not involving any other AffiliateAffiliate of Borrowers; (c) any Restricted Payments permitted by Section 6.6; (d) so long as it has been approved by such Company’s Board of Directors in accordance with applicable law, an indemnity provided for the benefit of officers and directors (iiior comparable managers); (e) advancesso long as it has been approved by such Company’s Board of Directors in accordance with applicable law, the payment of reasonable compensation, severance or employee benefit arrangements to employees, officers, and outside directors of such Company in the Ordinary Course of Business; (f) any transaction existing on the Signing Date identified on Schedule 6.7 (to be updated on the Initial Funding Date, as applicable) or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect; (g) employment, consulting and severance arrangements between a Borrower and its Subsidiaries and their respective officers and employees in the Ordinary Course of Business and transactions pursuant to stock option plans and employee benefit plans and arrangements in the Ordinary Course of Business; (h) equity issuances, repurchases, redemptions, retirements or other acquisitions or retirements of Equity Interests and other Restricted Payments permitted under Section 6.08 and investments, loans and advances to Restricted by Borrowers or any of their Subsidiaries permitted under Section 6.04 and any other transaction involving 6.6; (i) transactions (i) between Obligors, or (ii) between Companies that are not Obligors; and (j) the Borrower Kellogg Cash Transfer, the Spin-Off and the Restricted Subsidiaries permitted under Section 6.03 to Transactions relating thereto (including the extent such transaction is between entry into the Borrower Spin-Off Documents and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 the Transfer Documents (to as defined in the extent such transaction is not required to be for fair value thereunderSeparation Agreement), in each case of this clause (ivj) substantially as described in the payment Form 10 as of reasonable fees to directors its date of Holdings, effectiveness under the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted SubsidiaryExchange Act, and compensation as amended or modified as permitted by Sections 4.2(c) and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers, consultants or employees of Holdings, the Borrower or the Restricted Subsidiaries in the ordinary course of business, (v) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (vi) employment and severance arrangements entered into in the ordinary course of business between Holdings, the Borrower or any Restricted Subsidiary and any employee thereof and approved by the Borrower’s board of directors6.10.

Transactions with Affiliates. Neither Holdings nor the Borrower willEnter into, nor will they permit any Restricted Subsidiary to, sell, lease directly or otherwise transfer any assets to, or purchase, lease or otherwise acquire any assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 withindirectly, any transaction or series of its Affiliatesrelated transactions, except (i) transactions that are at prices and on terms and conditions whether or not less favorable to the Borrower or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (ii) transactions between or among the Loan Parties not involving any other Affiliate, (iii) advances, equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests and other Restricted Payments permitted under Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (to the extent such transaction is not required to be for fair value thereunder), (iv) the payment of reasonable fees to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers, consultants or employees of Holdings, the Borrower or the Restricted Subsidiaries in the ordinary course of business, with any Affiliate of any Company (v) any issuances of securities other than between or among Borrower and its Wholly Owned Subsidiaries), other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (vi) employment and severance arrangements entered into than in the ordinary course of business and on terms and conditions substantially as favorable to such Company as would reasonably be obtained by such Company at that time in a comparable arm’s-length transaction with a Person other than an Affiliate, except that: (a) Restricted Payments may be made to the extent provided in Section 6.06; (b) loans may be made and other transactions may be entered into between and among any Company and its Affiliates to the extent permitted by Sections 6.01 and 6.04; (c) customary fees may be paid to non-officer directors of Holdings and customary indemnities may be provided to all directors of Holdings, the ; (d) Borrower may pay management fees to Holdings from time to time in an amount not in excess of Holdings’ compensation expenses for its employees; (e) Borrower or any Restricted Subsidiary may make payments to Holdings pursuant to a Tax Sharing Agreement in an amount not in excess of the federal and state (in such states that permit consolidated or combined tax returns) income tax liability that Borrower and the Subsidiaries would have been liable for if any employee thereof of the Companies had filed their taxes on a stand-alone basis; provided, that such payments shall be made by Holdings no earlier than five days prior to the date on which Holdings is required to make its payments to the Internal Revenue Service, as applicable; (f) Borrower, Holdings and approved by other Guarantors party to the Borrower’s board of directorsIntercompany Agreement may make payments under the Intercompany Agreements; and (g) the Transactions may be effected.

Transactions with Affiliates. Neither Holdings nor the Borrower willwill not, nor and will they not permit any Restricted Subsidiary to, selldirectly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or otherwise transfer exchange of any assets property or the rendering of any service or the amendment, restatement, supplement or other modification to, or purchasewaiver of any rights under, lease or otherwise acquire any assets fromExisting CVR Intercompany Agreement, or otherwise engage in the entry into any other transactions involving aggregate consideration in excess new CVR Intercompany Agreement) with any Affiliate of $500,000 with, any of its Affiliates, except (i) transactions Holdings or such Subsidiary on terms that are at prices and on terms and conditions not less favorable to the Borrower Holdings or such Restricted Subsidiary Subsidiary, as the case may be, than could be obtained on those that would prevail in an arm’s-length basis from transaction with unrelated third parties, ; provided that the foregoing restriction shall not apply to (iia) transactions between or among the Loan Credit Parties not involving any other Affiliate, (iiib) advancesany Restricted Payment permitted under Section 6.4, equity issuances, repurchases, retirements or other acquisitions or retirements (c) issuances by Holdings of Equity Interests and receipt by Holdings of capital contributions, (d) reasonable and customary fees, indemnities and reimbursements paid to members of the board of directors (or similar governing body) of Holdings or any Subsidiary, (e) compensation arrangements for officers and other Restricted Payments permitted under Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower employees of Holdings and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (to the extent such transaction is not required to be for fair value thereunder), (iv) the payment of reasonable fees to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers, consultants or employees of Holdings, the Borrower or the Restricted Subsidiaries entered into in the ordinary course of business, (vf) any issuances loans and advances permitted under Section 6.6(n), 6.6(o) or 6.6(p), (g) transactions pursuant to the Existing CVR Intercompany Agreements, as in effect on the date hereof, provided, in the case of securities or other paymentsthe Services Agreement, awards or grants that the allocation of costs thereunder is not less favorable to Holdings and the Subsidiaries than the allocation thereof in casheffect during the period covered by the Historical Financial Statements, securities or otherwise pursuant and (h) the transactions set forth on Schedule 6.10. Holdings will, and will cause each Subsidiary to, or exercise its rights and remedies under the funding ofCVR Intercompany Agreements (including the Existing CVR Intercompany Agreements), employment agreementsincluding rights with respect to indemnities, stock options cost reimbursements and stock ownership plans approved by the Borrower’s board of directors and (vi) employment and severance arrangements entered into purchase price adjustments, in the ordinary course of business between Holdings, the Borrower or any Restricted Subsidiary and any employee thereof and approved by the Borrower’s board of directorsa manner that it would do in an arms’-length transaction with an unrelated third party.

Transactions with Affiliates. Neither Holdings nor the Borrower will, nor will they permit any Restricted Subsidiary to, sellSell, lease or otherwise transfer or license any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 with, any of its Affiliates, except that the following shall be permitted: (ia) transactions that are at prices and on terms and conditions conditions, taken as a whole, not less favorable to the Borrower such Loan Party or such Restricted Subsidiary thereof than could be obtained on an arm’s-length basis from unrelated third parties, ; (iib) transactions between or among the Loan Parties and their Subsidiaries (for the avoidance of doubt, including Special Refinancing Subsidiaries) not involving any prohibited hereunder; (c) payments of indemnities, reimbursement of actual expenses and, so long as no Specified Default has occurred and is continuing or would result therefrom, payments of management fees and transaction fees, in each case, pursuant to the Management Agreement; provided that such management fees and transaction fees not paid shall accrue and be paid when the applicable Specified Default has been cured or waived and no additional Specified Default has occurred and is continuing or would arise as a result of such payment; (d) other Affiliate, (iii) advances, equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests and other Restricted Payments transactions specifically permitted under Section 6.08 this Agreement (including, without limitation, sale leaseback transactions and investmentstransactions permitted by Sections 7.02, 7.03, 7.04, 7.05, 7.06 and 7.08); (e) payment of reasonable compensation to directors, officers and employees for services actually rendered to any such Loan Party or any of its Subsidiaries and indemnification arrangements; (f) stock option and compensation plans of the Loan Parties and their Subsidiaries; (g) employment contracts with officers and management of the Loan Parties and their Subsidiaries; (h) advances and loans to officers and advances to Restricted employees of the Loan Parties and their Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower specifically permitted by Section 7.02(j); (i) transactions contemplated by and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries permitted pursuant to Sections 7.02(l) and Section 6.05 7.03(p); (to the extent such transaction is not required to be for fair value thereunder)j) transactions set forth on Schedule 7.07 hereto; (k) payment of reasonable director’s fees, expenses and indemnities; and (ivl) the payment of reasonable fees and performance under any Master Lease to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers, consultants or employees of Holdings, the Borrower or the Restricted Subsidiaries in the ordinary course of business, (v) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (vi) employment and severance arrangements entered into in the ordinary course of business between Holdings, the Borrower or any Restricted Subsidiary and any employee thereof and approved by the Borrower’s board of directorswhich a Loan Party is a party.

Transactions with Affiliates. Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any Restricted Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 with, any of its Affiliates, except (ia) transactions that (i) are in the ordinary course of business and (ii) are at prices and on terms and conditions not less favorable to the Borrower such Loan Party or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (iib) transactions between or among the Loan Parties Borrower and its Subsidiaries or between or among Subsidiaries not involving any other Affiliate, (iiic) advancesany investment permitted by Section 6.04, equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests and other Restricted Payments (d) any Indebtedness permitted under Section 6.08 and investments6.01, (e) any Restricted Payment permitted by Section 6.08, (f) loans and or advances to Restricted Subsidiaries employees permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (to the extent such transaction is not required to be for fair value thereunder6.04(f), (ivg) the payment of reasonable fees to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers, consultants officers or employees of Holdings, the Borrower or the Restricted its Subsidiaries in the ordinary course of business, (vh) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors directors, (i) transactions permitted by Section 6.03, (j) transactions involving the sale of Borrower’s Equity Interests or bridge financings, (k) the performance by the Borrower of its obligations under the Amended and Restated Investor Rights Agreement, dated as of June 19, 2018, among the Borrower and the investors listed on Exhibit A thereto, the Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of June 19, 2018, among the Borrower and the persons and entities listed on Exhibit A thereto, and the Amended and Restated Voting Agreement, dated as of June 19, 2018, among the Borrower and the stockholders listed on Exhibit A thereto, each as amended, restated, amended and restated, modified, or supplemented and in effect from time to time; (l) the performance by the Borrower and its Subsidiaries of their obligations under the Roblox China JV Agreements; and (vim) employment and severance arrangements any other transactions entered into in the ordinary course of business between Holdings, the Borrower or any Restricted Subsidiary and any employee thereof and approved by the Borrower’s board of directorsat a time when Section 6.12 is satisfied.

Transactions with Affiliates. Neither Holdings nor the Each Borrower willwill not, nor and will they not permit any Restricted Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 with, any of its AffiliatesAffiliates involving aggregate payments, except for any such transaction or series of related transactions, in excess of $15,000,000, except: (a) transactions (i) transactions that are at prices and on terms and conditions not materially less favorable to the such Borrower or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, parties or (ii) for which the applicable Borrower has delivered to the Administrative Agent a letter from an independent financial advisor stating that such transaction is fair from a financial point of view; (b) transactions between or among the Loan Parties Borrowers and Restricted Subsidiaries not involving any other Affiliate, ; (iiic) advances, equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests and other any Restricted Payments Payment permitted under by Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 6.07; (to the extent such transaction is not required to be for fair value thereunder), (ivd) the payment of reasonable and customary fees to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiaryand expenses, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, provision of customary indemnification to directors, officers, employees, members of management and consultants of the Parent Borrower and the Subsidiaries; (e) sales or employees of Holdings, the Borrower or the Restricted Subsidiaries in the ordinary course of business, (v) any issuances of securities Equity Interests to Affiliates of the Parent Borrower which are otherwise permitted or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved not restricted by the Borrower’s board Loan Documents; (f) loans and other transactions by and among such Borrower and/or the Subsidiaries to the extent permitted under this Article VI; (g) the consummation of directors and the payment of all fees, expenses, bonuses and awards related to the Transactions; (vih) employment transactions with joint ventures for the purchase or sale of goods and severance arrangements services entered into in the ordinary course of business business; (i) employment and severance arrangements (including options to purchase Equity Interests of the Parent Borrower, restricted stock plans, long-term incentive plans, stock appreciation rights plans, participation plans or similar employee benefits plans) between Holdings, the such Borrower or and any Restricted Subsidiary and their directors, officers, employees, members of management and consultants in the ordinary course of business; (j) the existence of, and the performance of obligations of such Borrower or any employee thereof of its Restricted Subsidiaries under the terms of any agreement in existence or contemplated as of the Closing Date and identified on Schedule 6.08, as these agreements may be amended, restated, amended and restated, supplemented, extended, renewed or otherwise modified from time to time; provided, however, that any future amendment, restatement, amendment and restatement, supplement, extension, renewal or other modification entered into after the Closing Date will be permitted to the extent that its terms are not more disadvantageous in any material respect, taken as a whole, to the Lenders than the terms of the agreements on the Closing Date; (k) any agreement between any Person and an Affiliate of such Person existing at the time such Person is acquired by or merged into such Borrower or its Restricted Subsidiaries pursuant to the terms of this Agreement; provided that such agreement was not entered into in contemplation of such acquisition or merger, or any amendment thereto (so long as any such amendment is not disadvantageous to the Lenders in any material respect in the good faith judgment of the Parent Borrower when taken as a whole as compared to such agreement as in effect on the date of such acquisition or merger); (l) payments to or from, and transactions with, joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by the Borrowers and the Restricted Subsidiaries in such joint venture), non-wholly owned Subsidiaries and Unrestricted Subsidiaries in the ordinary course of business to the extent otherwise permitted under Section 6.04; (m) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement, which are fair to the Parent Borrower and its Restricted Subsidiaries, in the reasonable determination of the board of directors of the Parent Borrower, or are on terms at least as favorable, in all material respects, as might reasonably have been obtained at such time from an unaffiliated party; (n) the entering into of any Tax sharing agreement or arrangement to the extent payments under such agreement or arrangement would otherwise be permitted under Section 6.07; (o) any contribution to the capital of the Parent Borrower or any of its Restricted Subsidiaries; (p) the formation and maintenance of any consolidated group or subgroup for Tax, accounting or cash pooling or management purposes in the ordinary course of business; (q) transactions undertaken in good faith (as certified by a Responsible Officer of the Parent Borrower) for the purpose of improving the consolidated Tax efficiency of such Borrower and its Subsidiaries and not for the purpose of circumventing any covenant set forth in this Agreement; (r) any other transaction with an Affiliate, which is approved by a majority of disinterested members of the Borrower’s board of directorsdirectors (or equivalent governing body) of the Parent Borrower in good faith; and (s) transactions in connection with the Transaction Agreement.

Transactions with Affiliates. Neither Holdings nor the Borrower willExcept for transactions by or among Loan Parties and except for any transaction (or series of related transactions) involving aggregate consideration of less than $5,000,000, nor no Group Member will they permit any Restricted Subsidiary to, sell, lease sell or otherwise transfer any property or assets to, or purchase, lease purchase or otherwise acquire any property or assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 with, any of its Affiliates, except that (ia) any Group Member may engage in any of the foregoing transactions that are with an Affiliate at prices and on terms and conditions not less favorable to the Borrower or either such Restricted Subsidiary Group Member than could be obtained on an arm’s-length basis from unrelated third parties, (iib) transactions between or among the Loan Parties not involving any other Affiliate, (iii) advances, equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests and other Restricted Payments permitted under Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 may be made to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and provided in Section 6.05 (to the extent such transaction is not required to be for fair value thereunder)6.07, (ivc) the payment of [reserved], (d) Group Members may pay (directly or through Holdings) reasonable fees and out-of-pocket costs to directors of Holdings, the Borrower Holdco (or any Restricted Subsidiary who are not employees of Holdings, the Borrower direct or any Restricted Subsidiaryindirect parent thereof), and compensation and employee benefit arrangements paid to, benefits to (and indemnities provided for the benefit of, ) directors, officers, consultants officers or employees of Holdco (or any direct or indirect parent thereof), in each case in the ordinary course of business, (e) Holdco and its Subsidiaries may enter into, and may make payments (directly or through Holdings) under, the Borrower employment agreements, employee benefits plans, stock option plans, management incentive plans, indemnification provisions, severance arrangements, and other similar compensatory arrangements with officers, employees and directors of Holdco (directly or the Restricted through Holdings) and its Subsidiaries in the ordinary course of business, (vf) periodic allocations of overhead expenses among Holdco and its Subsidiaries may be made, (g) Group Members may make payments pursuant to tax sharing agreements among Holdco (and any direct or indirect parent thereof), and its Subsidiaries on customary terms to the extent attributable to the ownership or operation of Holdco and its Subsidiaries, (h) any issuances of securities or other paymentspayments (directly or through Holdings), awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options options, management investment plans and stock ownership plans approved by the BorrowerHoldco (or its direct or indirect parent company’s) or Holdco’s board of directors shall be permitted and (vii) employment transactions pursuant to permitted agreements in existence on the ARCA Effective Date and severance arrangements entered into in the ordinary course of business between Holdingslisted on Schedule 6.08, the Borrower or any Restricted Subsidiary and amendment thereto to the extent such an amendment is not adverse to the Lenders in any employee thereof and approved by the Borrower’s board of directorsmaterial respect, shall be permitted.

Transactions with Affiliates. Neither Holdings nor The Borrower will conduct, and cause each of the Restricted Subsidiaries to conduct, all transactions with any of its Affiliates (other than the Borrower will, nor will they permit any and the Restricted Subsidiary to, sell, lease or otherwise transfer any assets to, or purchase, lease or otherwise acquire any assets from, or otherwise engage in any other transactions Subsidiaries) involving aggregate payments or consideration in excess of $500,000 with15,000,000 for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of such Affiliate transaction, for any individual transaction or series of its Affiliates, except (i) related transactions on terms that are at prices and on terms and conditions not less least substantially as favorable to the Borrower or such Restricted Subsidiary than could be obtained on an as it would obtain in a comparable arm’s-length basis from unrelated third partiestransaction with a Person that is not an Affiliate, as determined by the board of directors of the Borrower or such Restricted Subsidiary in good faith; provided that the foregoing restrictions shall not apply to (a) the payment of customary investment banking fees paid to the Sponsor for services rendered to the Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactions which payments are approved by a majority of the board of directors of the Borrower in good faith; provided that the amount of such payments in any fiscal year does not exceed the greater of (x) $4,800,000 and (y) 3% of Consolidated EBITDA (calculated on a Pro Forma Basis) at the time of such payment, (iib) transactions permitted by Section 10.5, (c) consummation of the Transactions and the payment of the Transaction Expenses, (d) the issuance of Capital Stock or Stock Equivalents of the Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries not otherwise prohibited by the Credit Documents, (e) loans, advances and other transactions between or among the Loan Parties Borrower, any Restricted Subsidiary or any joint venture (regardless of the form of legal entity) in which the Borrower or any Subsidiary has invested to the extent permitted or not involving any other Affiliateprohibited under Section 10, (iiif) advancespayments, equity issuancesloans, repurchasesadvances or guarantees (or cancellation of loans, retirements advances or other acquisitions or retirements of Equity Interests guarantees) to, and indemnities, reimbursements, employment agreements, severance agreements, stock option plans, benefit plans and other similar arrangements provided to or on behalf of, or for the benefit of, former, current or future officers, directors, managers, employees or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Borrower, any Restricted Payments Subsidiary or any Parent Entity, (g) payments by the Borrower (and any direct or indirect parent thereof) and the Subsidiaries pursuant to the tax sharing agreements among the Borrower (and any such parent) and the Subsidiaries that are permitted under Section 6.08 and investments10.5(b)(15); provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to and the extent such transaction is between the Borrower and one or more Restricted Unrestricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (to the extent such transaction is not of the amount received from Unrestricted Subsidiaries) would have been required to be pay in respect of such foreign, federal, state and/or local taxes for fair value thereunder)such fiscal year had the Borrower, the Restricted Subsidiaries and the Unrestricted Subsidiaries (to the extent described above) paid such taxes separately from any such direct or indirect parent company of the Borrower, (ivh) the payment of customary fees and reasonable fees to directors out of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, and compensation and employee benefit arrangements paid pocket costs to, and indemnities provided for the benefit on behalf of, directors, officersmanagers, consultants consultants, officers or employees of Holdings, the Borrower (or any direct or indirect parent thereof) and the Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries, (i) transactions undertaken pursuant to membership in a purchasing consortium, (j) transactions pursuant to any agreement or arrangement as in effect as of the Closing Date, or any amendment, modification, supplement or replacement thereto (so long as any such amendment, modification, supplement or replacement is not disadvantageous in any material respect to the Lenders when taken as a whole as compared to the applicable agreement as in effect on the Closing Date as determined by the Borrower in good faith), (k) customary payments by the Borrower (or any direct or indirect parent) and any Restricted Subsidiaries to the Sponsor made for any financial advisory, consulting, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures), (l) the existence and performance of agreements and transactions with any Unrestricted Subsidiary that were entered into prior to the designation of a Restricted Subsidiary as such Unrestricted Subsidiary to the extent that the transaction was permitted at the time that it was entered into with such Restricted Subsidiary and transactions entered into by an Unrestricted Subsidiary with an Affiliate prior to the redesignation of any such Unrestricted Subsidiary as a Restricted Subsidiary; provided that such transaction was not entered into in contemplation of such designation or redesignation, as applicable, (m) Affiliate repurchases of the Loans or Commitments to the extent permitted hereunder and the holding of such Loans or Commitments and the payments and other transactions contemplated herein in respect thereof, (n) any customary transactions with a Receivables Subsidiary effected as part of a Receivables Facility, (o) undertaking or consummating any IPO Reorganization Transactions, (p) contributions to the capital of the Borrower (other than Disqualified Stock) or any investments by the Sponsors in the Equity Interests of the Borrower (and payment of reasonable out-of-pocket expenses incurred by such Investors in connection therewith), (q) leases and intellectual property licenses entered into in the ordinary course of business, (vr) any issuances pledges of securities Equity Interests of Unrestricted Subsidiaries, (s) investments by Affiliates in Indebtedness or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board preferred Equity Interests of directors and (vi) employment and severance arrangements entered into in the ordinary course of business between Holdings, the Borrower or any Restricted Subsidiary of its Subsidiaries, so long as non-Affiliates were also offered the opportunity to invest in such Indebtedness or preferred Equity Interests, and transactions with Affiliates solely in their capacity as holders of Indebtedness or preferred Equity Interests of the Borrower or any employee thereof of its Subsidiaries, so long as such transaction is with all holders of such class (and approved there are such non-Affiliate holders) and such Affiliates are treated no more favorably than all other holders of such class generally and (t) existence of, or the performance by the Borrower’s board Borrower or any of directorsits Restricted Subsidiaries of their obligations under the terms of, any customary registration rights agreement to which they are a party or become a party in the future.

Transactions with Affiliates. Neither Holdings nor the The Borrower willwill not, nor will they it permit any Restricted Subsidiary to, sell, lease lease, license, sublicense or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 with, any of its Affiliates, except except: (ia) transactions that are at prices and on terms and conditions conditions, taken as a whole, not less favorable to the Borrower or such Restricted Subsidiary than could be obtained on an arm’s-arm’s length basis from unrelated third parties, ; (iib) transactions between or among the Loan Parties not involving any other Affiliate, (iii) advances, equity issuances, repurchases, retirements or other acquisitions or retirements indemnification of Equity Interests and other Restricted Payments permitted under Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving directors of the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (to the extent such transaction is not required to be for fair value thereunder), (iv) the payment of reasonable fees to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers, consultants or employees of Holdings, the Borrower or the Restricted Subsidiaries in the ordinary course of business, accordance with customary practice; (vc) any issuances issuance of securities securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreementsarrangements, stock options and stock ownership plans approved by the Governing Board of the Borrower’s board ; (d) Investments permitted under Section 6.04 specifically contemplated by Section 6.04 to be made among Affiliates; (e) transactions among the Borrower and any Subsidiary Loan Parties and transactions among Subsidiary Loan Parties otherwise permitted by this Agreement; (f) the payment of directors fees and indemnities to directors, officers and employees of the Borrower and the Subsidiaries in the ordinary course of business; (vig) transactions pursuant to permitted agreements in existence on the Closing Date and set forth on Schedule 6.09 or any amendment thereto to the extent such amendment is not adverse to the Lenders in any material respect; (h) any employment agreements entered into by the Borrower or any of the Subsidiaries in the ordinary course of business; (i) Restricted Payments permitted under Section 6.08; (j) transactions with Subsidiaries for the purchase or sale of goods, products, parts and severance arrangements services and entered into in the ordinary course of business between Holdingsin a manner consistent with past practice; (k) transactions with joint ventures for the purchase or sale of equipment or services entered into in the ordinary course of business and in a manner consistent with past practice; (l) transactions with any one or more Lenders pursuant to the Loan Documents including, without limiting the generality of the foregoing, the repayment, prepayment, acquisition, purchase or repurchase of any part of the Loans pursuant to any provision of this Agreement; (m) subject to Section 6.12(b), the existence of, or performance by the Borrower or any Restricted Subsidiary and any employee thereof and approved by of its respective obligations under the Borrower’s board of directors.terms of, the Tax Sharing Agreements;

Transactions with Affiliates. Neither Holdings nor the Borrower willNo Credit Party shall, nor will they and no Credit Party shall permit any Restricted Subsidiary of its Subsidiaries to, sellenter into or cause or permit to exist any arrangement, lease transaction or otherwise transfer any assets to, or contract (including for the purchase, lease or otherwise acquire exchange of property or the rendering of services) with any assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 with, any of its Affiliates, Affiliate except (ia) transactions that are at prices on fair and on reasonable terms and conditions not no less favorable to the Borrower such Credit Party or such Restricted Subsidiary than it could be obtained on obtain in an arm’s-length basis from unrelated third parties, (ii) transactions between or among the Loan Parties transaction with a Person that is not involving any other an Affiliate, (iiib) advances, equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests and other Restricted Payments any transaction expressly permitted under Section 6.08 and investments9.03, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (to the extent such transaction is not required to be for fair value thereunder9.05(d), Section 9.05(g), Section 9.05(j), Section 9.05(r), Section 9.05(v), Section 9.05(w), Section 9.05(y) or Section 9.06, (ivc) the payment of reasonable customary fees to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit indemnifications of, directors, officers, consultants or and employees of Holdingsthe Credit Parties and their respective Subsidiaries, (d) the Borrower or payment of reasonable and customary compensation and indemnification arrangements and benefit plans (including, without limitation, health, disability and insurance plans) for officers and employees of the Restricted Credit Parties and their respective Subsidiaries in the ordinary course of business, (ve) any issuances of securities or other paymentsarrangements, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options transactions and stock ownership plans approved contracts consented to by the Borrower’s board of directors and Administrative Agent, (vif) employment agreements and severance arrangements entered into by a Credit Party or any of the Subsidiaries in the ordinary course of business, (g) capital contributions by Parent or any of its Subsidiaries to any Subsidiary, to the extent otherwise permitted hereunder, (h) payments of loans (or cancellations of loans) to employees that are (A) approved by a majority of the board of directors (or other governing body) of the applicable Credit Party in good faith, (B) made in compliance with applicable law, and (C) otherwise permitted under this Agreement, (i) arrangements, transactions or contracts among the Credit Parties, their Subsidiaries, (j) (A) the Transactions and performance of the Credit Parties and their Subsidiaries of their obligations under the Minuet Acquisition Agreement and (B) the Amendment No. 1 Transactions and performance of the Credit Parties and their Subsidiaries of their obligations under the TPG Acquisition Agreement, (k) the non-exclusive licensing of patents, trademarks, software, know-how, copyrights or other intellectual property rights in the ordinary course of business between Holdingsto permit the commercial exploitation of intellectual property rights, (l) payments to or from, and transactions with, joint ventures, in the Borrower ordinary course of business, in each case to the extent otherwise permitted under Section 9.05 and (m) arrangements, transactions or any Restricted Subsidiary and any employee thereof and approved by the Borrower’s board of directorscontracts set forth on Schedule 9.09.

Transactions with Affiliates. Neither Holdings nor the The Borrower willwill not, nor and will they not permit any Restricted Subsidiary of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 with, any of its Affiliates, except except: (ia) transactions that are at prices and on other terms and conditions conditions, taken as a whole, not materially less favorable to the Borrower such Loan Party or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, parties (iias determined in good faith by the Borrower or such Subsidiary); (b) transactions between or among the Borrower and any wholly-owned Subsidiary that is a Loan Parties Party and transactions solely between or among Subsidiaries that are not Loan Parties, in each case, not involving any other Affiliate; (c) any Investment permitted by Sections 6.04(f), (iiig), (h), or (t); (d) advances, equity issuances, repurchases, retirements any Indebtedness permitted under clause (c) of Section 6.01; (e) any Restricted Payment and payment of Subordinated Indebtedness permitted by Section 6.06; (f) loans or other acquisitions or retirements of Equity Interests and other Restricted Payments advances to employees permitted under Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one 6.04(e) or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 6.04(i); (to the extent such transaction is not required to be for fair value thereunder), (ivg) the payment of reasonable fees and expense reimbursements to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the such Borrower or any Restricted Subsidiary, and compensation compensation, bonuses and severance and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers, consultants officers or employees of Holdings, the Borrower or the Restricted its Subsidiaries in the ordinary course of business, ; (vh) customary employment and consulting agreements entered into the ordinary course of business; (i) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the a Borrower’s board of directors directors; (j) intercompany transactions, including the (A) provision of management services and other corporate overhead services, (B) provision of personnel to other locations within the Borrower’s consolidated group on a temporary basis and (viC) employment provision, purchase or lease of services, operational support, assets, equipment, data, information and severance technology, that, in the case of any such intercompany transaction referred to in this clause (j), are subject to reasonable reimbursement or cost-sharing arrangements (as determined in good faith by the Borrower), which reimbursement or cost sharing arrangements may be effected through transfers of cash or other assets or through book-entry credits or debits made on the ledgers of each involved Subsidiary (provided that any such intercompany transaction is either (1) entered into in the ordinary course of business or (2) otherwise entered into pursuant to the reasonable requirements of the business of the Borrower and the Subsidiaries); (k) any transaction involving consideration or value of less than $2,000,000; provided, however, that this Section 6.07 shall not limit the operation or effect of, or any payments under, (i) any license entered into in the ordinary course of business on customary terms between Holdings, the any Subsidiary and Borrower or any Restricted other Subsidiary and or (ii) any employee thereof and agreement with respect to any joint venture to which Borrower or any Subsidiary is a party entered into in connection with, or reasonably related to, its lines of business (provided that such agreement is approved by the Borrower’s board of directors); and (l) transactions pursuant to transfer pricing or shared services agreements, advances with respect to which are permitted by Section 6.04(bb).

Transactions with Affiliates. Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any Restricted Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 with, any of its Affiliates, except (ia) transactions that (i) are in the ordinary course of business and (ii) are at prices and on terms and conditions not less favorable to the Borrower such Loan Party or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (iib) transactions between or among the Loan Parties not involving any other Affiliate, (iiic) advancesany investment permitted by Section 6.04(c), equity issuances(d) or (e), repurchases, retirements or other acquisitions or retirements of Equity Interests and other Restricted Payments (d) any Indebtedness permitted under Section 6.08 and investments6.01(e), (e) any Restricted Payment permitted by Section 6.08, (f) loans and or advances to Restricted Subsidiaries employees permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (to the extent such transaction is not required to be for fair value thereunder)6.04, (ivg) the payment of reasonable fees to directors of Holdings, the any Borrower or any Restricted Subsidiary who are not employees of Holdings, the such Borrower or any Restricted Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers, consultants officers or employees of Holdings, the Borrower Borrowers or the Restricted Subsidiaries in the ordinary course of business, (vh) compensation and reimbursement of expenses of officers and directors of any Loan Party, including the issuance of Equity Interests of Holdings, in each case in the ordinary course of business, (i) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the a Borrower’s board of directors and directors, (vij) employment and severance arrangements entered into any sale or disposition of inventory by any Borrower or any Restricted Subsidiary to wholly owned Foreign Subsidiaries in the ordinary course of business business, at a price not less than the cost of such inventory, (k) the entering into of a tax sharing agreement, or payments pursuant thereto, between HoldingsHoldings and one or more Subsidiaries, on the one hand, and any other Person with which Holdings and such Subsidiaries are required to file a consolidated tax return or with which Holdings and such Subsidiaries are part of a consolidated group for tax purposes, on the other hand, (l) other than during the continuance of an Event of Default, the Borrower payment to the Sponsors of management, monitoring and consulting fees and expenses, not to exceed $5,000,000 in any four quarter period, (m) the payment of transaction fees and related expenses paid to the Sponsors in connection with acquisitions, dispositions, recapitalizations, refinancings and extraordinary transactions for such period, not to exceed (net of reimbursable expenses) 1% of the transaction value for any such transaction and (n) payments by Holdings or any Restricted Subsidiary and of Holdings to any employee thereof and of the Sponsors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved by a majority of the Borrower’s board of directorsdirectors of Holdings in good faith and are at prices and on terms and conditions not less favorable to Holdings or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties.

Transactions with Affiliates. Neither Holdings nor Parent and the Borrower willwill not, nor and will they not permit any Restricted Subsidiary of their respective Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 with, any of its their respective Affiliates, except except: (ia) transactions that are in the ordinary course of business at prices and on terms and conditions not less favorable to Parent, the Borrower or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, ; (iib) transactions between or among one or more of Parent, the Borrower and the Subsidiary Loan Parties not involving any other Affiliate, Affiliates; (iiic) advances, equity issuances, repurchases, retirements any Restricted Payment permitted by Section 7.5; (d) transactions between or other acquisitions among Parent or retirements of Equity Interests and other Restricted Payments permitted under Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower and any of their Affiliates existing on the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower date hereof and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries set forth on Schedule 7.5; (e) reasonable and Section 6.05 (to the extent such transaction is not required to be for fair value thereunder)customary director, (iv) the payment of reasonable fees to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, and compensation officer and employee benefit arrangements paid tocompensation (including bonuses) and other benefits (including retirement, and indemnities provided for the benefit of, directors, officers, consultants or employees of Holdings, the Borrower or the Restricted Subsidiaries in the ordinary course of business, (v) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreementshealth, stock options option and stock ownership plans approved by the Borrower’s board of directors other benefit plans) and (vi) employment and severance indemnification arrangements entered into in the ordinary course of business between Holdingsbusiness, the Borrower or any Restricted Subsidiary and any employee thereof and in each case approved by the Borrower’s board of directorsdirectors of Parent or any of its Subsidiaries; (f) reasonable and documented expense reimbursements for out-of-pocket expenses incurred by officers, managers and directors of Parent or any of its Subsidiaries in connection with their services provided to Parent or such Subsidiary; (g) employment agreements entered into by Parent or any of its Subsidiary in the ordinary course of business; (h) any transactions permitted by Section 7.3(a); (i) any Investments permitted by Sections 7.4(c), (d), (e), (i), or (o); and (j) any disposition of assets permitted by Section 7.6(h).

Transactions with Affiliates. Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any Restricted Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 with, any of its Affiliates, except (ia) transactions that are at prices and on terms and conditions not less substantially as favorable to such Loan Party as would be obtainable by such Loan Party at the Borrower or such Restricted Subsidiary than could be obtained on an time in a comparable arm’s-length basis transaction from unrelated third partiesparties that are not Affiliates, (iib) transactions between or among Holdings, the Loan Parties Company and any Subsidiary (other than an Unrestricted Subsidiary) not involving any other AffiliateAffiliate (but if a Default exists, such transactions shall be on an arms-length basis and any sale of goods between such parties shall be at least at cost), (iiic) advancesany investment permitted by Section 6.04, equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests and other Restricted Payments (d) any Indebtedness permitted under Section 6.08 and investments, loans and advances to Restricted Subsidiaries 6.01 or Lien permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (to the extent such transaction is not required to be for fair value thereunder)6.02, (ive) any Restricted Payment or Restricted Debt Payment permitted by Section 6.08, (f) the payment of reasonable fees and out-of-pocket costs to directors of HoldingsHoldings (or any direct or indirect parent thereof), the Borrower Company or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers, consultants officers or employees of HoldingsHoldings (or any direct or indirect parent thereof), the Borrower Company or the Restricted its Subsidiaries in the ordinary course of business, (vg) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by Holdings’ (or its direct or indirect parent company’s) or the Borrower’s board of directors and (vi) employment and severance arrangements entered into in the ordinary course of business between Holdings, the Borrower or any Restricted Subsidiary and any employee thereof and approved by the BorrowerCompany’s board of directors, (h) the payment of (A) management or monitoring or similar fees to the Sponsor and Sponsor termination fees and related indemnities and reasonable expenses, and (B) transaction advisory services fees with respect to transactions in respect of which the Sponsor provides any transaction, advisory or other similar services, in each case pursuant to, and in accordance with, the Management Services Agreements as such agreements are in effect as of the Effective Date; provided that, other than in the case of the payment of indemnities and expenses, no Event of Default has occurred and is continuing or would result after giving effect to such payment (and during the existence of any such Event of Default, such fees may accrue but may not be paid), (i) any contribution to the capital of Holdings (or any direct or indirect parent company thereof) by the Sponsor or any Affiliate thereof or any purchase of Equity Interests of Holdings (or any direct or indirect parent company thereof) by the Sponsor or any Affiliate thereof, (j) the Transactions and, the RTD Transactions, and the Hercules Transactions, (k) payments by Holdings (and any direct or indirect parent thereof), the Company and its Subsidiaries pursuant to the tax sharing agreements among Holdings (and any such parent thereof), the Company and the Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Company and its Subsidiaries, (l) transactions pursuant to permitted agreements in existence on the Effective Date and set forth on Schedule 6.09 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect and (m) payments by the Company or any Subsidiary to any of the Sponsor for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including in connection with acquisitions or divestitures, which payments are approved by a majority of the disinterested members of the Board of Directors of Holdings (or such parent) or the Company in good faith.

Transactions with Affiliates. Neither Holdings nor the Borrower will, nor will they permit any Restricted Subsidiary to, sell, lease or otherwise transfer any assets to, or purchase, lease or otherwise acquire any assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 5,000,000 with, any of its Affiliates, except (i) transactions that are at prices and on terms and conditions not less favorable to the Borrower or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (ii) transactions between or among the Loan Parties not involving any other Affiliate, (iii) advances, equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests and other Restricted Payments permitted under Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (to the extent such transaction is not required to be for fair value thereunder), (iv) the payment of reasonable fees to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers, consultants or employees of Holdings, the Borrower or the Restricted Subsidiaries in the ordinary course of business, (v) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (vi) employment and severance arrangements entered into in the ordinary course of business between Holdings, the Borrower or any Restricted Subsidiary and any employee thereof and approved by the Borrower’s board of directors.

Transactions with Affiliates. Neither Holdings nor the Borrower will, nor will they permit any Restricted Subsidiary to, sellSell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 with, any of its Affiliates, except the following shall be permitted: (a) transactions with any of its Affiliates (i) transactions that are at prices and on terms and conditions fair and reasonable to the Borrower or such Subsidiary (or otherwise not less favorable to the Borrower or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, ) or (ii) at such prices and on terms and conditions that are (A) consistent with past practices and (B) approved by the Audit Committee (so long as such committee is composed solely of independent members) (or other applicable committee composed solely of independent members) of the Board of Directors of the Borrower; (b) transactions may be entered into between or among the Loan Parties Borrower and its Subsidiaries not involving any other Affiliate, (iii) advances, equity issuances, repurchases, retirements or other acquisitions or retirements Affiliate of Equity Interests and other Restricted Payments permitted under Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (to the extent such transaction is not required expressly prohibited pursuant to this Agreement; (c) transactions may be for fair value thereunderentered into between or among two or more Subsidiaries of the Borrower not involving any other Affiliate of the Borrower; (d) any Restricted Payments permitted by Section 6.07; (e) Investments permitted by Sections 6.04(c), 6.04(d), 6.04(i), 6.04(l), 6.04(m), 6.04(o), 6.04(p) and 6.04(q); (ivf) any transactions permitted by Section 6.03; (g) transactions existing on the Effective Date and described on Schedule 6.08 and any amendments thereto that are not materially adverse to the Lenders, as reasonably determined by the Board of Directors of the Borrower, a duly authorized committee thereof or any Responsible Officer of the Borrower; (h) the payment ACP Re Loan; (i) the Permitted Tax Incentive Financing Transactions; (j) individual transactions which, taken together with all related transactions in any Fiscal Year, involve assets with a fair market value (as determined by the Borrower) of reasonable fees to less than $5,000,000; (k) arrangements for customary indemnification payments for directors and officers of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers, consultants or employees of Holdings, the Borrower or the Restricted Subsidiaries in the ordinary course of business, its Subsidiaries; (vl) any issuances issuance of securities securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreementsagreements and other compensation arrangements, stock options and stock ownership plans approved by the Borrower’s board to purchase Equity Interests of directors and (vi) employment and severance arrangements entered into in the ordinary course of business between HoldingsParent, the Borrower or any Restricted Subsidiary and any pursuant to restricted stock plans, long-term incentive plans, stock appreciation rights plans, participation plans or similar employee thereof and benefits plans, pension plans or similar plans or agreements or arrangements approved by the Borrower’s board of directors or the investment committee (or other applicable committee) of Parent or the Borrower; (m) the payment of reasonable and customary compensation (including fees, benefits, severance, change of control payments and incentive arrangements) to, and employee benefit arrangements, including splitdollar insurance policies, and indemnity or similar arrangements provided on behalf of, directors, officers, employees and agents of the Borrower or any Subsidiary whether by charter, bylaw, statutory or contractual provisions; (n) any agreement between any Person and an Affiliate of such Person existing at the time such Person is acquired by or merged with or into or consolidated with the Borrower or any Subsidiary; provided that such agreement was not entered into in contemplation of such acquisition, merger or consolidation, or any amendment thereto; (o) any issuance or sale of Equity Interests (other than Disqualified Stock) to Affiliates of the Borrower and the granting of registration and other customary rights in connection therewith, or any contribution to the Equity Interests of the Borrower or any Subsidiary; (p) any payment by the Borrower or any Subsidiary in respect of its or its Affiliate’s obligations under, or in connection with, and transaction costs, fees and expenses of the Borrower, any Subsidiary or such Affiliate, or required to be paid or reimbursed by any such Person, under or in connection with, the Merger Agreement and the consummation of the transactions contemplated thereby; and (q) the Borrower may pay any fees, expenses and other amounts to be paid by the Borrower pursuant to the terms of the Interim Investors Agreement, dated as of March 1, 2018 by and among, Parent, certain Affiliates of Parent and any other Person party thereto, as amended, supplemented or otherwise modified from time to time, in an aggregate amount not to exceed $15,000,000. This Section 6.08 shall not prohibit any transaction with any Person (1) who is not an Affiliate of the Borrower immediately before the consummation of such transaction or (2) that becomes an Affiliate of the Borrower as a result of such transaction.

Transactions with Affiliates. Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any Restricted Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 with, any of its Affiliates, except (ia) transactions that are at prices and on terms and conditions not less substantially as favorable to such Loan Party as would be obtainable by such Loan Party at the Borrower or such Restricted Subsidiary than could be obtained on an time in a comparable arm’s-length basis transaction from unrelated third partiesparties that are not Affiliates, (iib) transactions between or among Holdings, the Loan Parties Company and any Subsidiary (other than an Unrestricted Subsidiary) not involving any other AffiliateAffiliate (but if a Default exists, such transactions shall be on an arms-length basis and any sale of goods between such parties shall be at least at cost), (iiic) advancesany investment permitted by Section 6.04, equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests and other Restricted Payments (d) any Indebtedness permitted under Section 6.08 and investments, loans and advances to Restricted Subsidiaries 6.01 or Lien permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (to the extent such transaction is not required to be for fair value thereunder)6.02, (ive) any Restricted Payment or Restricted Debt Payment permitted by Section 6.08, (f) the payment of reasonable fees and out-of-pocket costs to directors of HoldingsHoldings (or any direct or indirect parent thereof), the Borrower Company or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers, consultants officers or employees of HoldingsHoldings (or any direct or indirect parent thereof), the Borrower Company or the Restricted its Subsidiaries in the ordinary course of business, (vg) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by Holdings’ (or its direct or indirect parent company’s) or the Borrower’s board of directors and (vi) employment and severance arrangements entered into in the ordinary course of business between Holdings, the Borrower or any Restricted Subsidiary and any employee thereof and approved by the BorrowerCompany’s board of directors, (h) the payment of (A) management or monitoring or similar fees to the Sponsor and Sponsor termination fees and related indemnities and reasonable expenses, and (B) transaction advisory services fees with respect to transactions in respect of which the Sponsor provides any transaction, advisory or other similar services, in each case pursuant to, and in accordance with, the Management Services Agreements as such agreements are in effect as of the Effective Date; provided that, other than in the case of the payment of indemnities and expenses, no Event of Default has occurred and is continuing or would result after giving effect to such payment (and during the existence of any such Event of Default, such fees may accrue but may not be paid), (i) any contribution to the capital of Holdings (or any direct or indirect parent company thereof) by the Sponsor or any Affiliate thereof or any purchase of Equity Interests of Holdings (or any direct or indirect parent company thereof) by the Sponsor or any Affiliate thereof, (j) the Transactions, (k) payments by Holdings (and any direct or indirect parent thereof), the Company and its Subsidiaries pursuant to the tax sharing agreements among Holdings (and any such parent thereof), the Company and the Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Company and its Subsidiaries, (l) transactions pursuant to permitted agreements in existence on the Effective Date and set forth on Schedule 6.09 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect and (m) payments by the Company or any Subsidiary to any of the Sponsor for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including in connection with acquisitions or divestitures, which payments are approved by a majority of the disinterested members of the Board of Directors of Holdings (or such parent) or the Company in good faith.

Transactions with Affiliates. Neither Holdings nor Enter into, renew, extend or be a party to any transaction of any kind with any Affiliate of any Loan Party, whether or not in the Borrower willordinary course of business, nor will they permit any Restricted Subsidiary to, sell, lease or otherwise transfer any assets to, or purchase, lease or otherwise acquire any assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 with, any of its Affiliates, except (i) transactions that are at prices and on terms and conditions not less favorable to the Borrower Loan Parties or such Restricted Subsidiary than could as would reasonably be expected to be obtained on by the Loan Parties or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than an arm’s-length basis from unrelated third partiesAffiliate, provided that the foregoing restriction shall not apply to (iia) transactions a transaction between or among the Loan Parties not involving Parties, including any other Affiliateentity that becomes a Loan Party as a result of such transactions, (iiib) advancesadvances for commissions, equity issuancestravel and other similar purposes in the ordinary course of business to directors, repurchasesofficers and employees, retirements or other acquisitions or retirements (c) the issuance of Equity Interests and other Restricted Payments permitted under Section 6.08 and investmentsin the Lead Borrower to any officer, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and director, employee or consultant of the Lead Borrower or any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (to the extent such transaction is not required to be for fair value thereunder)of its Subsidiaries, (ivd) the payment of reasonable customary fees and out-of-pocket costs to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiarydirectors, and compensation (including bonuses) and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers, consultants officers or employees of Holdings, the Lead Borrower or the Restricted Subsidiaries in the ordinary course any of businessits Subsidiaries, (ve) any issuances of securities of the Lead Borrower (other than Disqualified Stock) or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, employee benefit plans, stock options and stock ownership plans, including restricted stock plans, stock grants, directed share programs, profits interest plans and other equity-based plans, and the granting of registration rights and other stockholder rights approved by the Lead Borrower’s board Board of directors and Directors (viin each case in respect of Equity Interests in the Lead Borrower), (f) employment and severance arrangements entered into between the Loan Parties and their respective officers and employees in the ordinary course of business between Holdingsbusiness, (g) any transaction with and Affiliate where the Borrower or only consideration paid by any Restricted Subsidiary Loan Party is Equity Interests of the Lead Borrower, and any employee thereof (h) transactions permitted pursuant to Section 7.02, Section 7.03, Section 7.04, Section 7.05 and approved by the Borrower’s board of directorsSection 7.06.

Transactions with Affiliates. Neither Holdings nor the Borrower willEnter into, nor will they or permit any Restricted Subsidiary toof their Subsidiaries to enter into, sellany transaction, including, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate except for transactions which are otherwise transfer permitted under this Agreement and which are upon fair and reasonable terms no less favorable to Holdco, Borrower or such Subsidiary than it would obtain in a hypothetical comparable arm’s length transaction with a Person not an Affiliate; provided that nothing in this Section 6.12 shall prohibit Holdco, Borrower or any assets Subsidiary from engaging in the following transactions: (a) transactions between or among Loan Parties; (b) the performance of Borrower’s or any Subsidiary’s obligations under any employment contract, collective bargaining agreement, employee benefit plan, related trust agreement or any other similar arrangement heretofore or hereafter entered into in the ordinary course of business; (c) the payment of fees, compensation and other benefits to, and indemnity and reimbursement provided on behalf of, employees, officers, directors or purchaseconsultants of Holdco, lease Borrower or otherwise acquire any assets fromSubsidiary in the ordinary course of business; (d) the maintenance of benefit programs or arrangements for employees, officers or otherwise engage directors, including, without limitation, vacation plans, health and life insurance plans, deferred compensation plans, and retirement or savings plans and similar plans, in any other each case, in the ordinary course of business; (e) transactions involving aggregate consideration in excess permitted by Section 6.11 (without duplication of $500,000 with, any of its Affiliates, except those transactions permitted by Section 6.11 by reference to this Section 6.12) and Section 6.06(e); (f) (i) so long as no Event of Default or payment Default has occurred and is continuing or would result therefrom, the payment of all amounts payable under Section 6.9 of the LLC Agreement between EBS Holdco, Inc., ENVOY/ExpressBill, Inc. and the Purchaser, dated as of November 16, 2006 (the “LLC Agreement”) in aggregate amount not to exceed $25.0 million; provided that to the extent Borrower would have been able to make such payments hereunder in the absence of an Event of Default or payment Default, Borrower shall be permitted to make such payments as soon as such payment Default or Event of Default is no longer continuing, (ii) reimbursement by Borrower of out-of-pocket costs and expenses of Sponsor, Emdeon and their Affiliates when due pursuant to the LLC Agreement, (iii) the payment of all amounts payable under (x) Section 6.10 of the LLC Agreement with respect to Retained Claims (as defined therein) as in effect on the date hereof and (y) Section 6.7 of the LLC Agreement with respect to indemnification and (iv) transactions with respect to Trade Credits (as defined in the Merger Agreement) contemplated by Section 5.24 of the Merger Agreement, including the payment to Emdeon of cash in respect of refunds or credit received by Borrower and the Subsidiaries in connection with the use of such Trade Credits; (g) the payment of $190.0 million to Emdeon pursuant to Section 2.15(a) of the Merger Agreement, the payment of $10.0 million to Emdeon pursuant to Section 2.15(b) of the Merger Agreement and the borrowing from and repayment to Emdeon of up to $5.0 million pursuant to Section 5.25 of the Merger Agreement. (h) transactions that are at prices and (i) have been approved by a majority of the disinterested members of the board of directors of Borrower certified by a Responsible Officer of Borrower as being on terms and conditions not less favorable to the Borrower or such Restricted Subsidiary its Subsidiaries than could be obtained on an arm’s-length basis from unrelated third parties, a Person who is not such an Affiliate or (ii) transactions between have been determined by a nationally recognized appraisal or among the Loan Parties investment banking firm to be fair, from a financial standpoint, to Borrower and its Subsidiaries or on terms and conditions not involving any other less favorable to Borrower and its Subsidiaries than could be obtained on an arm’s-length basis from a Person who is not such an Affiliate, ; (iiii) advances, equity issuances, repurchases, retirements loans or other acquisitions or retirements of Equity Interests and other Restricted Payments permitted under Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (to the extent such transaction is not required to be for fair value thereunder), (iv) the payment of reasonable fees to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers, consultants or employees of Holdings, the Borrower or the Restricted Subsidiaries in the ordinary course of business, (v) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans business which are approved by a majority of the Borrower’s board of directors of Borrower in good faith, to the extent permitted by Section 6.06; (j) transactions pursuant to the Merger Agreement and other agreements governing the Transactions, including payment of fees and expenses in connection with the Transactions, and transactions pursuant to agreements in existence on the Closing Date and set forth on Schedule 6.12 or, in each case, pursuant to any amendment thereto to the extent such amendment is not, when taken as a whole, adverse to the Lenders in any material respect; (vik) employment any purchase by parents of Holdco of Equity Interests of Holdco or contributions by parents of Holdco to the equity capital of Holdco; (l) transactions with Subsidiaries for the purchase or sale of goods, products, parts and severance arrangements services entered into in the ordinary course of business between Holdingsin a manner consistent with past practice; (m) exercise of the Cure Right; and (n) transactions otherwise permitted under Sections 6.01(i) and (j), the Borrower or any Restricted Subsidiary 6.02(bb), 6.04(b) and any employee thereof (c), 6.05(b) and approved by the Borrower’s board of directors6.06(b), (e), (j), (l), (m) and (u).

Transactions with Affiliates. Neither Holdings nor Enter into any transaction of any kind with any Affiliate of the Borrower willParent, nor will they permit any Restricted Subsidiary towhether or not in the ordinary course of business, sell, lease or otherwise transfer any assets to, or purchase, lease or otherwise acquire any assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 with, any of its Affiliates, except (i) transactions that are at prices than on fair and on reasonable terms and conditions not less substantially as favorable to the Borrower Parent or such Restricted Subsidiary as would be obtainable by the Parent or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than could be obtained on an arm’s-length basis from unrelated third parties, Affiliate; provided that the foregoing restriction shall not apply to (iii) transactions between or among the Loan Parties or transactions between or among Subsidiaries of the Parent that are not involving any other AffiliateLoan Parties, (ii) intercompany Investments made pursuant to Section 7.03, (iii) advancesmergers, equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests amalgamations and other Restricted Payments permitted under Section 6.08 consolidations between Subsidiaries and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 between the Parent and any other transaction involving the Borrower and the Restricted Subsidiaries Subsidiary permitted under by Section 6.03 to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (to the extent such transaction is not required to be for fair value thereunder), 7.04; (iv) the payment of reasonable fees to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers, consultants or employees of Holdings, the Borrower or the Restricted Subsidiaries in the ordinary course of businessintercompany dispositions permitted by 7.05, (v) any issuances of securities or other paymentsRestricted Payments permitted pursuant to 7.06, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (vi) employment and severance arrangements entered the entering into in of a tax sharing agreement, or payments pursuant thereto, between the ordinary course of business between HoldingsParent and/or one or more other Loan Parties, on the Borrower or any Restricted Subsidiary one hand, and any employee thereof and approved other Person with which the Parent or such Loan Parties are required or permitted to file a consolidated tax return or with which the Parent or such other Loan Parties are part of a consolidated group for tax purposes, on the other hand, which payments by the Borrower’s board Loan Parties are not in excess of directorsthe tax liabilities that would have been payable by them on a stand-alone basis and (vii) transactions between any Loan Party and any Person that is exclusively engaged in, and solely in respect of, a secured financing or other securitization permitted under Section 7.01(cc) or Section 7.05(h) and otherwise relating directly thereto.

Transactions with Affiliates. Neither Holdings nor the (a) The Borrower willwill not, nor and will they not permit any Restricted Subsidiary of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 with, any of its Affiliates, except (i) transactions that are at prices and on terms and conditions not in the aggregate less favorable to the Borrower or such Restricted Subsidiary than could be obtained on an arm’sarm's-length basis from if the Affiliate were an unrelated third partiesparty, (ii) transactions between pursuant to the Separation and Transition Agreements entered into in connection with or among prior to the Loan Parties Spin-Off (as described in the Spin-Off Registration Statement unless such agreement would not involving any other Affiliatebe material to the Borrower and its Subsidiaries, taken as a whole, as of the date of the Spin-Off Registration Statement), (iii) advances, equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests and other Restricted Payments permitted under Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is transactions (x) between the Borrower and one its wholly-owned Subsidiaries (provided, that all of the Equity Interests of each such Subsidiary are subject to a perfected first priority pledge in favor of the Administrative Agent securing the Secured Obligations) or more (y) between wholly-owned Subsidiaries of the Borrower (provided, that all of the Equity Interests of each such Subsidiary are subject to a perfected first priority pledge in favor of the Administrative Agent securing the Secured Obligations) and (iv) any Restricted Subsidiaries or between two or more Restricted Subsidiaries and Payment permitted by Section 6.05 6.06. (b) The foregoing paragraph (a) of this Section 6.07 shall not prohibit, to the extent such transaction is not required to be for fair value thereunder)otherwise permitted under this Agreement, (iv) the payment of reasonable fees to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers, consultants or employees of Holdings, the Borrower or the Restricted Subsidiaries in the ordinary course of business, (vi) any issuances issuance of securities securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreementsarrangements, stock options and stock ownership plans approved other benefit plans, (ii) loans or advances to employees, officers, consultants or directors of the Borrower or any Subsidiary permitted by Section 6.04, (iii) the Borrower’s board payment of directors fees and (vi) employment indemnities to directors, officers and severance arrangements entered into employees of the Borrower and the Subsidiaries in the ordinary course of business between Holdingsbusiness, (iv) any agreements with employees and directors entered into by the Borrower or any Restricted Subsidiary of its Subsidiaries in the ordinary course of business, (v) sales of Equity Interests of the Borrower to its Affiliates, (vi) the Securitization and transfers of Receivables and Related Assets (or interests therein) pursuant to the terms of the Securitization Documents and (vii) the entering into of any employee thereof and approved agreement with an Affiliate filed with the SEC as an exhibit to the Spin-Off Registration Statement, the subsequent amendment from time to time of any such agreement in a manner not materially less favorable, taken as a whole, to the Borrower or its Subsidiaries or the performance by the Borrower’s board Borrower or any of directorsits Subsidiaries of any such agreement in accordance with its terms, as initially entered or as so amended.

Transactions with Affiliates. Neither Holdings nor the Borrower willThe Parent will not, nor and will they not permit any Restricted Subsidiary of its Subsidiaries to, sell, lease or otherwise transfer any assets Property to, or purchase, lease or otherwise acquire any assets Property from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 with, any of its Affiliates, except (ia) transactions that are at prices and on terms and conditions not less substantially as favorable to the Borrower Parent or such Restricted Subsidiary than (in the good faith determination of the Parent) as could reasonably be obtained on an arm’s-length basis from unrelated third parties, (iib) transactions between or among the Loan Parties Parent and its Subsidiaries and any entity that becomes a Subsidiary as a result of such transaction not involving any other Affiliate, (iii) advances, equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests and other Restricted Payments permitted under Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (to the extent such transaction is not required to be for fair value thereunder), (ivc) the payment of reasonable fees to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, and customary compensation and employee benefit arrangements paid benefits and reimbursements of out-of-pocket costs to, and indemnities provided for the benefit provision of indemnity on behalf of, directors, officers, consultants, employees and members of the Boards of Directors of the Parent or such Subsidiary, (d) loans and advances to officers, directors, consultants or and employees of Holdings, the Borrower or the Restricted Subsidiaries in the ordinary course of business, (ve) any issuances of securities or Restricted Payments and other paymentspayments permitted under Section 6.04, awards or grants in cash(f) employment, securities or otherwise pursuant toincentive, or the funding ofbenefit, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (vi) employment consulting and severance arrangements entered into (i) in the ordinary course of business between Holdingsor (ii) set forth in Schedule 6.06, in each case, with officers, directors, consultants and employees of the Borrower Parent or its Subsidiaries, (g) the transactions pursuant to the agreements set forth in Schedule 6.06 or any Restricted amendment thereto to the extent such an amendment, taken as a whole, is not adverse to the Lenders in any material respect (as determined in good faith by the Parent), (h) the payment of fees and expenses related to the Transactions, (i) the issuance of Qualified Equity Interests of the Parent and the granting of registration or other customary rights in connection therewith, (j) the existence of, and the performance by the Parent or any Subsidiary of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Parent or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the Parent) than any of such documents and agreements as in effect on the Closing Date, (k) consulting services to joint ventures in the ordinary course of business and any employee thereof other transactions between or among the Parent, its Subsidiaries and joint ventures in the ordinary course of business, (l) transactions with landlords, customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and not otherwise prohibited by this Agreement, (m) transactions effected as a part of a Qualified Receivables Transaction, (n) the provision of services to directors or officers of the Parent or any of its Subsidiaries of the nature provided by the Parent or any of its Subsidiaries to customers in the ordinary course of business and (o) transactions approved by the BorrowerAudit Committee of the Board of Directors of the Parent in accordance with the Parent’s board of directorspolicy regarding related party transactions in effect from time to time.

Transactions with Affiliates. Neither Holdings nor the Borrower willEnter into any transaction, nor will they permit including any Restricted Subsidiary topurchase, sellsale, lease or otherwise transfer exchange of property, the rendering of any assets toservice or the payment of any management, advisory or purchasesimilar fees, lease or otherwise acquire with any assets from, or otherwise engage in any other transactions Affiliate involving aggregate consideration in excess of $500,000 with5,000,000, any of its Affiliates, except unless such transaction is (i) transactions that are at prices otherwise permitted under this Agreement, and on (ii) upon fair and reasonable terms and conditions not no less favorable to the Borrower or such Restricted Subsidiary relevant Group Member than could be obtained on it would obtain in a comparable arm’s length transaction with a Person that is not an arm’s-length basis from unrelated third parties, Affiliate other than: (iia) transactions between or among the Loan Parties not involving any other Affiliate, (iii) advances, equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests and other Restricted Payments permitted under Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower MLP and the Restricted Subsidiaries Subsidiaries; (b) any Restricted Payment permitted by Section 7.6 and any Investment permitted by Section 7.8; (c) any issuance of Capital Stock (other than Disqualified Capital Stock) of the MLP; (d) payments or transactions arising under Section 6.03 or contemplated by any contract, agreement, instrument or arrangement in effect on the Closing Date (including, without limitation, the Partnership Agreement, and the Transaction Documentation), and as amended or modified thereafter on terms that are not materially less favorable to the extent MLP and its Restricted Subsidiaries, taken as a whole, considered in the aggregate taking into account all such transaction is between substantially contemporaneous amendments and modifications of the Borrower Transaction Documentation; (e) arrangements with respect to the procurement of services of directors, officers, independent contractors, consultants or employees in the ordinary course of business and one the payment of customary compensation (including bonuses) and other benefits (including retirement, health, stock option and other benefit plans) and reasonable reimbursement arrangements in connection therewith; (f) loans or more advances to officers, directors or employees of the General Partner, the MLP or its Restricted Subsidiaries in the ordinary course of business or between two consistent with past practice or more Restricted Subsidiaries and Section 6.05 guarantees in respect thereof or otherwise made on their behalf (to the extent including payment on such transaction is not required to be for fair value thereunderguarantees), ; (ivg) the payment of reasonable fees to directors of Holdingsfees, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, and compensation and employee benefit arrangements paid to, expenses and indemnities provided for the benefit of, to directors, officers, consultants or and employees of Holdingsthe General Partner, the Borrower or MLP and the Restricted Subsidiaries in the ordinary course of business, ; (vh) [reserved]; (i) transactions with any issuances Affiliate in its capacity as a holder of securities Indebtedness or Capital Stock of the MLP; provided that such Affiliate is treated the same as other payments, awards or grants in cash, securities or otherwise pursuant to, or such holders; (j) transactions for which the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (vi) employment and severance arrangements entered into in the ordinary course of business between Holdings, the Borrower MLP or any Restricted Subsidiary Subsidiary, as the case may be, obtains a favorable written opinion from a nationally recognized investment banking firm as to the fairness of the transaction to the MLP and any employee thereof and approved by its Restricted Subsidiaries from a financial point of view; and (k) transactions with a Person that is an Affiliate of the Borrower’s board of directorsMLP solely because the MLP owns, directly or through a Restricted Subsidiary, an Investment in, or controls, such Person.

Transactions with Affiliates. Neither Holdings nor the The Borrower willwill not, nor will they it permit any Restricted Subsidiary to, sell, lease lease, license or otherwise transfer any property or assets to, or purchase, lease lease, license or otherwise acquire any property or assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 with, any of its Affiliates, except (ia) transactions that are at prices and on terms and conditions not materially less favorable to the Borrower or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third partiesa Person that is not an Affiliate for a comparable transaction, (iib) transactions between or among the Loan Parties not involving any other Affiliate, Borrower and its Subsidiaries (iii) advances, equity issuances, repurchases, retirements or other acquisitions or retirements an entity that becomes a Subsidiary of Equity Interests and other Restricted Payments permitted under Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent as a result of such transaction is between the Borrower and one transaction) (or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (to the extent such transaction is not required to be for fair value thereunderany combination thereof), (ivc) the payment of reasonable customary fees to directors of Holdings, the Borrower or any Restricted Subsidiary who are not of its Subsidiaries, and customary compensation, reasonable out-of-pocket expense reimbursement and indemnification (including the provision of directors and officers insurance) of, and other employment agreements and arrangements, employee benefit plans and stock incentive plans paid to, future, present or past directors, officers, managers and employees of Holdings, the Borrower or any Restricted Subsidiaryof its Subsidiaries, and compensation and employee benefit arrangements paid to, and indemnities provided (d) transactions undertaken in good faith for the benefit of, directors, officers, consultants or employees purpose of Holdings, improving the consolidated tax efficiency of the Borrower and its Subsidiaries, (e) loans, advances and other transactions to the extent permitted by the terms of this Agreement, including without limitation any Restricted Payment permitted by Section 6.08 and transactions permitted by Section 6.03, (f) issuances of Equity Interests to Affiliates and the registration rights associated therewith, (g) transactions with Affiliates as set forth on Schedule 6.07 (together with any amendments, restatements, extensions, replacements or other modifications thereto that are not materially adverse to the Restricted Subsidiaries interests of the Lenders in their capacities as such), (h) any license, sublicense, lease or sublease (1) in existence on the Effective Date (together with any amendments, restatements, extensions, replacements or other modifications thereto that are not materially adverse to the interests of the Lenders in their capacities as such), (2) in the ordinary course of businessbusiness or (3) substantially consistent with past practices, (vi) any issuances transactions with joint ventures for the purchase or sale of securities property or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options assets and stock ownership plans approved by the Borrower’s board of directors and (vi) employment and severance arrangements services entered into in the ordinary course of business between Holdingsand Investments permitted by Section 6.05 in joint ventures, and (j) any transactions or series of related transactions with respect to which the aggregate consideration paid, or fair market value of property sold or disposed of, by the Borrower or any Restricted Subsidiary and any employee thereof and approved by the Borrower’s board of directorsits Subsidiaries is less than $10,000,000.

Transactions with Affiliates. Neither Except for (i) transactions between or among Loan Parties, (ii) Investments permitted by Section 6.04, and Indebtedness permitted by Section 6.01, and Liens permitted by Section 6.02, (iii) Dispositions, mergers, consolidations and dissolutions permitted by Section 6.05(i), (iv) Restricted Payments permitted by Section 6.06, (v) reimbursements of costs and expenses of the Sponsor or its Affiliates or any indemnities provided to the Sponsor or its Affiliates, in each case, pursuant to the Management Agreement or any other customary management or advisory arrangement (whether in writing, verbal or otherwise), (vi) director, officer and employee compensation (including bonuses) and other benefits (including retirement, health, stock option and other benefit plans) and indemnification arrangements and severance agreements, in each case approved by the Governing Body of Holdings, any direct or indirect parent entity of Holdings nor or the applicable Subsidiary of Holdings, (vii) transactions under the Loan Documents and the Related Documents, (viii) Dispositions of Qualified Capital Stock of Holdings to Affiliates of Borrower willor Holdings not otherwise prohibited by the Loan Documents and the granting of registration and other customary rights in connection therewith, nor will they permit (ix) the Transactions, (x) the transactions with Velocity Technology Solutions, Inc. or its Affiliates that are approved by all disinterested directors (or the equivalent thereof) (excluding any Restricted Subsidiary toindependent director that may have an interest in the particular transaction) of the appropriate Governing Body of Holdings and (xi, sell(xi) transactions under the ▇▇▇▇▇▇ Management Agreement and the Leesberg Management Agreement and (xii) the transactions set forth on Schedule 6.07, lease and any amendment or otherwise modification with respect to such transactions, and the performance of obligations thereunder, so long as such amendment or modification is not materially adverse to the interests of the Lenders, sell or transfer any property or assets to, or purchase, lease purchase or otherwise acquire any property or assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 with, any of its Affiliates, except (i) that the Borrower or any Subsidiary may engage in any of the foregoing transactions that are at prices and on terms and conditions not less favorable to the Borrower or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, ; provided that if such Affiliate transaction both (ii1) transactions between does not meet one of the exceptions in clauses (i) through (xixii) above and (2) involves aggregate payments or among the Loan Parties not involving any other Affiliate, (iii) advances, equity issuances, repurchases, retirements or other acquisitions or retirements value in excess of Equity Interests and other Restricted Payments permitted under Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (to the extent such transaction is not required to be for fair value thereunder), (iv) the payment of reasonable fees to directors of Holdings$1,000,000, the Borrower shall either obtain written approval for such Affiliate transaction from (y) all of the disinterested directors (or the equivalent thereof) (excluding any Restricted Subsidiary who are not employees independent director that may have an interest in the particular transaction) of Holdings, the appropriate Governing Body of the Borrower or any Restricted such Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for as applicable or (z) the benefit of, directors, officers, consultants or employees of Holdings, the Borrower or the Restricted Subsidiaries in the ordinary course of business, (v) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (vi) employment and severance arrangements entered into in the ordinary course of business between Holdings, the Borrower or any Restricted Subsidiary and any employee thereof and approved by the Borrower’s board of directorsAdministrative Agent.

Transactions with Affiliates. Neither Holdings nor the (a) The Borrower willwill not, nor and will they not permit any Restricted Subsidiary of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 with, any of its Affiliates, except (i) transactions that are at prices and on terms and conditions not in the aggregate less favorable to the Borrower or such Restricted Subsidiary than could be obtained on an arm’sarm's-length basis from if the Affiliate were an unrelated third partiesparty (ii) pursuant to agreements with Merck and its Subsidiaries entered into in connection with or prior to the IPO (as described in the IPO Prospectus unless such agreement would not be material to the Borrower and its Subsidiaries, taken as a whole, as of the date of the IPO Prospectus), (iiiii) transactions between or among the Loan Parties not involving any other Affiliate, (iii) advances, equity issuances, repurchases, retirements or other acquisitions or retirements Borrower and its Subsidiaries and among Subsidiaries of Equity Interests and other Restricted Payments permitted under Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower and the (iv) any Restricted Subsidiaries Payment permitted under by Section 6.03 6.06. (b) The foregoing paragraph (a) of this Section 6.07 shall not prohibit, to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (to the extent such transaction is not required to be for fair value thereunder)otherwise permitted under this Agreement, (iv) the payment of reasonable fees to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers, consultants or employees of Holdings, the Borrower or the Restricted Subsidiaries in the ordinary course of business, (vi) any issuances issuance of securities securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreementsarrangements, stock options and stock ownership plans approved other benefit plans, (ii) loans or advances to employees of the Borrower or any Subsidiary permitted by Section 6.04, (iii) the Borrower’s board payment of directors fees and (vi) employment indemnities to directors, officers and severance arrangements entered into employees of the Borrower and the Subsidiaries in the ordinary course of business between Holdingsbusiness, and (iv) any agreements with employees and directors entered into by the Borrower or any Restricted Subsidiary and any employee thereof and approved by of its Subsidiaries in the Borrower’s board ordinary course of directorsbusiness.

Transactions with Affiliates. Neither Holdings nor the Borrower willEnter into, nor will they permit any Restricted Subsidiary to, sell, lease directly or otherwise transfer any assets to, or purchase, lease or otherwise acquire any assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 withindirectly, any transaction or series of its Affiliatesrelated transactions, except whether or not in the ordinary course of business, with any Affiliate of any Company (i) transactions that are at prices and on terms and conditions not less favorable to the Borrower or such Restricted Subsidiary other than could be obtained on an arm’s-length basis from unrelated third parties, (ii) transactions between or among the Loan Parties not involving any other Affiliate, (iii) advances, equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests and other Restricted Payments permitted under Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the U.S. Borrower and one or more Restricted Subsidiaries U.S. Subsidiary Guarantors or between two or among Canadian Borrower and one or more Restricted Subsidiaries Canadian Subsidiary Guarantors), other than on terms and conditions at least as favorable to such Company as would reasonably be obtained by such Company at that time in a comparable arm’s-length transaction with a person other than an Affiliate, except that the following shall be permitted: (a) Dividends permitted by Section 6.05 6.08; (b) Investments permitted by Sections 6.04(e), (f), (i) and, to the extent such transaction is not required to be for fair value thereunder)Investments are in Subsidiaries, (ivm); (c) reasonable and customary director, officer and employee compensation (including bonuses) and other benefits (including retirement, health, stock option and other benefit plans) and indemnification, compensation, employment and severance agreements, in each case approved by the Board of Directors; (d) 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 Loan Documents; (e) so long as no Default exists, the payment of reasonable regular management fees and transaction fees payable upon acquisitions, divestitures and the sale of Parent, to directors Sponsor in the amounts and at the times specified in the Advisory Services Agreement, as in effect on the Original Closing Date or as thereafter amended or replaced in any manner, that, taken as a whole, is not more adverse to the interests of the Lenders in any material respect than such agreement as it was in effect on the Original Closing Date; (f) sales or issuances of Qualified Capital Stock to Affiliates of U.S. Borrower not otherwise prohibited by the Loan Documents and the granting of registration and other customary rights in connection therewith; (g) any transaction with an Affiliate where the only consideration paid by any Loan Party is Qualified Capital Stock; (h) the Transactions as contemplated by the Transaction Documents, the Second Amendment Transactions as contemplated by the Second Amendment Transaction Documents and the Third Amendment Transactions as contemplated by the Third Amendment Transaction Documents; (i) the entering into of a tax sharing agreement, or payments pursuant thereto, between U.S. Borrower and/or one or more Subsidiaries, on the one hand, and any other person with which U.S. Borrower or such Subsidiaries are required or permitted to file a consolidated tax return or with which U.S. Borrower or such Subsidiaries are part of a consolidated group for tax purposes, on the other hand, which payments by U.S. Borrower and its Subsidiaries are not in excess of the tax liabilities that would have been payable by them on a stand-alone basis; (j) entering into an agreement that provides registration rights to the shareholders of U.S. Borrower, Holdings, Super Holdings or Parent or amending any such agreement with shareholders of U.S. Borrower, Holdings, Super Holdings or Parent and the performance of such agreements; (k) any transaction with a joint venture or similar entity which would constitute a transaction with an Affiliate solely because U.S. Borrower or any Restricted Subsidiary who are not employees of Holdings, the its Subsidiaries owns an equity interest in or otherwise controls such joint venture or similar entity; provided that no Affiliate of U.S. Borrower or any Restricted Subsidiaryof its Subsidiaries other than U.S. Borrower or any Subsidiary of U.S. Borrower shall have a beneficial interest in such joint venture or similar entity; (l) any merger, and compensation and employee benefit arrangements paid toconsolidation or reorganization of U.S. Borrower with an Affiliate, and indemnities provided solely for the benefit ofpurposes of (a) reorganizing to facilitate an IPO of securities of U.S. Borrower, directors, officers, consultants or employees of Holdings, the Super Holdings, Parent or other holding company, (b) forming a holding company or (c) reincorporating U.S. Borrower in a new jurisdiction; (m) sales of inventory between or the Restricted among U.S. Borrower and/or one or more of its Subsidiaries in the ordinary course of business, ; and (vn) (i) any issuances agreement in effect on the Third Amendment Effectiveness Date listed on Schedule 6.09(n), as in effect on the Third Amendment Effectiveness Date or as thereafter amended or replaced in any manner, that, taken as a whole, is not more adverse to the interests of securities the Lenders in any material respect than such agreement as it was in effect on the Third Amendment Effectiveness Date or other payments, awards or grants in cash, securities or otherwise (ii) any transaction pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (vi) employment and severance arrangements entered into to any agreement referred to in the ordinary course of business between Holdings, the Borrower or any Restricted Subsidiary and any employee thereof and approved by the Borrower’s board of directorsimmediately preceding clause (i).

Transactions with Affiliates. Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any Restricted Subsidiary to, sell, lease lease, or otherwise transfer any property or assets to, or purchase, lease lease, or otherwise acquire any property or assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 with, any of its Affiliates, except except: (ia) transactions that are at prices and on terms and conditions not less favorable to the Borrower such Loan Party or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, ; provided that this clause (iia) will not limit the indemnification of directors of any Loan Party or any Subsidiary in accordance with customary practice; (b) transactions between or among the any Loan Parties not involving any other Affiliate, ; (iiic) advances, equity issuances, repurchases, retirements any investment permitted by Section 6.04(c) or other acquisitions Section 6.04(d) and loans or retirements advances to employees of Equity Interests and other Restricted Payments any Loan Party or any of Subsidiary in accordance with Section 6.04(f); (d) any Indebtedness permitted under Section 6.08 6.01(b) through Section 6.01(d) and investments, Section 6.01(l); (e) any Restricted Payment permitted by Section 6.08; (f) loans and or advances to Restricted Subsidiaries employees permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 6.04; (to the extent such transaction is not required to be for fair value thereunder), (ivg) the payment of reasonable fees and indemnities to directors any direct or indirect parent of Holdingsa Loan Party and directors, the Borrower or any Restricted Subsidiary who are not officers, and employees of Holdings, the Borrower any Loan Party or any Restricted Subsidiary, Subsidiary and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers, consultants or employees of Holdings, the Borrower or the Restricted Loan Parties and their Subsidiaries in the ordinary course of business, ; (vh) any issuances of securities or other payments, awards awards, or grants in cash, securities securities, or otherwise pursuant to, or the funding of, employment agreements, stock options options, and stock ownership plans approved by the Borrowera Loan Party’s board of directors and directors; (viA) employment and severance arrangements agreements entered into by a Loan Party or any Subsidiary in the ordinary course of business between Holdingsbusiness, (b) a subscription agreement or similar agreement pertaining to the repurchase of Equity Interests pursuant to put/call rights or similar rights with employees, officers, or directors permitted under Section 6.08, and (c) any reasonable employee compensation, benefit plan, or arrangement, any reasonable health, disability, or similar insurance plan that covers employees, and any reasonable employment contract and transactions pursuant thereto; and (j) any purchase by FHC or another Loan Party that is the parent of, or contributions to, the equity capital of a Borrower; provided that any Equity Interests of a Borrower or any Restricted Subsidiary and any employee thereof and approved purchased by such Loan Party are pledged to the Borrower’s board of directorsAdministrative Agent pursuant to the Security Agreement.

Transactions with Affiliates. Neither Holdings nor the Borrower willNo Loan Party shall, nor will they shall it permit any Restricted Subsidiary to, sell, lease or otherwise transfer any assets to, or purchase, lease or otherwise acquire any assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 with, any of its AffiliatesSubsidiaries (excluding the Excluded Entities) to, except directly or indirectly, enter into or permit to exist any transaction (iincluding the purchase, sale, lease, or exchange of any property or the rendering of any service) transactions with any holder of 5% or more of any class of Capital Stock of Global Parent or any of its Subsidiaries or with any Affiliate of Global Parent or of any such holder; provided, that are at prices and on terms and conditions the foregoing restrictions shall not less favorable apply to any of the Borrower or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, following: (iia) transactions between or any transaction among the Loan Parties not involving any other Affiliate, Parties, (iiib) advances, equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests compensation arrangements for officers and other Restricted Payments permitted under Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (to the extent such transaction is not required to be for fair value thereunder), (iv) the payment of reasonable fees to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, Global Parent and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers, consultants or employees of Holdings, the Borrower or the Restricted its Subsidiaries in the ordinary course of business, (v) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (vi) employment and severance arrangements entered into in the ordinary course of business, (c) the payment of Restricted Junior Payments permitted by Section 6.05, (d) any Loan Party may purchase assets from Affiliates thereof in the ordinary course of business between Holdingsso long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom, (ii) such purchase is consummated pursuant to an arm’s length transaction and (iii) such assets are purchased for fair market value, (e) Asset Sales in the form of a sale of furniture and assignment of lease agreements to franchisees in the ordinary course of business consistent with past practices, so long as (i) the sale thereof is approved by independent members of the Board that do not have any economic or voting interest in Lead Borrower (other than such position on the Board); (ii) concurrently with such sale, Administrative Agent shall receive a copy of an executed Franchise Agreement in which such franchisee agrees to pay for the right to use the brand name, products, suppliers, equipment, and systems of Lead Borrower; (iii) the Loan Parties shall be in pro forma compliance with the financial covenants in Section 6.08 for the immediately preceding four-Fiscal Quarter period for which financial statements have been (or were required to be) delivered pursuant to Section 5.01(b), and (iv) in connection with the sale referenced in this clause (e), such sale meets the terms and conditions set forth in clause (e) of Section 6.09 and the Net Proceeds thereof shall be applied as required by Section 2.13(a), (f) financial advisory services with Affiliates, including, Vintage Capital Management, LLC so long as such financial advisory services are at arm’s length provided at a customary fee consistent with industry standards not to exceed $1,000,000 per Fiscal Year, and (g) transactions described in Schedule 6.12; provided, further, that, notwithstanding anything to the contrary contained herein, in no event shall any Loan Party enter into 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 Global Parent or any Restricted Subsidiary of its Subsidiaries or with any Affiliate of Global Parent or of any such holder, that results in the transfer of ownership (directly or indirectly) of any Material Intellectual Property (except for non-exclusive licenses of patents, trademarks, and other intellectual property rights granted by any employee thereof Loan Party or any of its Subsidiaries in the ordinary course of business and approved by not interfering in any respect with the Borrower’s board ordinary conduct of directorsthe business of such Loan Party or any such Subsidiary) or any interest in any Franchise Agreement to any Person that is not a Loan Party.

Transactions with Affiliates. Neither Holdings nor Enter into any transaction of any kind with any Affiliate of the Borrower willBorrower, nor will they permit any Restricted Subsidiary towhether or not in the ordinary course of business, sell, lease or otherwise transfer any assets to, or purchase, lease or otherwise acquire any assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 with, any of its Affiliates, except (i) transactions on terms that are at prices and on terms and conditions not materially less favorable to the Borrower or such Restricted Subsidiary than could would be obtained on obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an arm’s-length basis from unrelated third partiesAffiliate, except (iia) transactions between or among the Loan Parties Parties; (b) transactions between or among Restricted Subsidiaries that are not involving any other AffiliateLoan Parties; (c) loans or advances to officers, (iii) advances, equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests directors and other Restricted Payments employees permitted under Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 7.7; (to the extent such transaction is not required to be for fair value thereunder), (ivd) the payment of reasonable fees to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, and compensation compensation, employment, termination and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers, consultants officers or employees of Holdingsany Group Member, the Borrower or the Restricted Subsidiaries each in the ordinary course of business, provided, that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 7.7(t); (ve) (i) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (viii) any repurchases of any issuances, awards or grants issued pursuant to clause (i), in each case, to the extent permitted by Section 7.6; (f) employment and severance arrangements entered into in the ordinary course of business between Holdings, the Borrower or any Restricted Subsidiary and any employee thereof thereof; (g) any Restricted Payment permitted by Section 7.6; (h) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (i) the provision of cash collateral permitted under Section 7.3 and approved by payments and distributions of amounts therefrom; (j) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services or providers of employees or other labor, in each case in the Borrower’s board ordinary course of directorsbusiness and otherwise in compliance with the terms of this Agreement that are fair to the Borrower or the Restricted Subsidiaries, in the reasonable determination of the members of the Board of Directors of the Borrower or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated Person; and (k) any transaction (or series of related transactions) with an Affiliate of the Borrower involving consideration of an amount equal to or less than $5,000,000.

Transactions with Affiliates. Neither Holdings nor the The Borrower willwill not, nor and will they not permit any Restricted Subsidiary of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 with, any of its Affiliates, except except: (ia) transactions that are at prices and on other terms and conditions conditions, taken as a whole, not materially less favorable to the Borrower such Loan Party or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, parties (iias determined in good faith by the Borrower or such Subsidiary); (b) transactions between or among the Borrower and any wholly-owned Subsidiary that is a Loan Parties Party and transactions solely between or among Subsidiaries that are not Loan Parties, in each case, not involving any other Affiliate; (c) any Investment permitted by Sections 6.04(f), (iiig), (h), or (t); (d) advances, equity issuances, repurchases, retirements any Indebtedness permitted under clause (c) of Section 6.01; (e) any Restricted Payment and payment of Subordinated Indebtedness permitted by Section 6.06; (f) loans or other acquisitions or retirements of Equity Interests and other Restricted Payments advances to employees permitted under Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one 6.04(e) or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 6.04(i); (to the extent such transaction is not required to be for fair value thereunder), (ivg) the payment of reasonable fees and expense reimbursements to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the such Borrower or any Restricted Subsidiary, and compensation compensation, bonuses and severance and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers, consultants officers or employees of Holdings, the Borrower or the Restricted its Subsidiaries in the ordinary course of business, ; (vh) customary employment and consulting agreements entered into the ordinary course of business; (i) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the a Borrower’s board of directors directors; (j) intercompany transactions, including the (A) provision of management services and other corporate overhead services, (B) provision of personnel to other locations within the Borrower’s consolidated group on a temporary basis and (viC) employment provision, purchase or lease of services, operational support, assets, equipment, data, information and severance technology, that, in the case of any such intercompany transaction referred to in this clause (j), are subject to reasonable reimbursement or cost-sharing arrangements (as determined in good faith by the Borrower), which reimbursement or cost sharing arrangements may be effected through transfers of cash or other assets or through book-entry credits or debits made on the ledgers of each involved Subsidiary (provided that any such intercompany transaction is either (1) entered into in the ordinary course of business or (2) otherwise entered into pursuant to the reasonable requirements of the business of the Borrower and the Subsidiaries); (k) any transaction involving consideration or value of less than the greater of (x) $1,000,000 and (y) 2% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available; provided, however, that this Section 6.07 shall not limit the operation or effect of, or any payments under, (i) any license entered into in the ordinary course of business on customary terms between Holdings, the Loan Parties or (ii) any agreement with respect to any joint venture to which Borrower or any Restricted Subsidiary and any employee thereof and is a party entered into in connection with, or reasonably related to, its lines of business (provided that such agreement is approved by the Borrower’s board of directors); and (l) transactions pursuant to transfer pricing or shared services agreements, advances with respect to which are permitted by Section 6.04(z).

Transactions with Affiliates. Neither Holdings nor the Borrower will, nor will they permit any Restricted Subsidiary to, sell, lease (a) Sell or otherwise transfer any property or assets to, or purchase, lease purchase or otherwise acquire any property or assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 transaction with, any of its Affiliates, except unless such transaction is (i) transactions that are at prices and on otherwise permitted (or required) under this Agreement (including in connection with any Permitted Receivables Financing) or (ii) upon terms and conditions not no less favorable to the Borrower Company or such Restricted Subsidiary Subsidiary, as applicable, than could would be obtained on an in a comparable arm’s-length basis from unrelated third parties, transaction with a Person that is not an Affiliate; provided that this clause (ii) transactions between or among shall not apply to the Loan Parties not involving any other Affiliate, (iii) advances, equity issuances, repurchases, retirements or other acquisitions or retirements indemnification of Equity Interests and other Restricted Payments permitted under Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving directors of the Borrower Company and the Restricted Subsidiaries permitted under Section 6.03 in accordance with customary practice. (b) The foregoing paragraph (a) shall not prohibit, to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 otherwise permitted under this Agreement, (to the extent such transaction is not required to be for fair value thereunder), (iv) the payment of reasonable fees to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers, consultants or employees of Holdings, the Borrower or the Restricted Subsidiaries in the ordinary course of business, (vi) any issuances issuance of securities securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreementsarrangements, stock options and options, stock ownership plans, including restricted stock plans, stock grants, directed share program and other stock plans customarily maintained or funded by public companies, and the granting and performance of registration rights approved by the Borrower’s board Board of directors Directors of the Company; (ii) transactions among the Company and the Loan Parties and transactions among the non-Loan Parties and among non-Loan Parties and the Foreign Borrowers otherwise permitted by this Agreement; (viiii) employment any indemnification agreement or any similar arrangement entered into with directors, officers, consultants and severance employees of the Company and the Subsidiaries under arrangements entered into in the ordinary course of business between Holdingsand the payment of fees and indemnities to directors, officers, consultants and employees of the Borrower Company and the Subsidiaries pursuant to such arrangements; (iv) transactions pursuant to permitted agreements in existence on the Closing Date and set forth on Schedule 6.07 or any Restricted Subsidiary and amendment thereto to the extent such amendment is not adverse to the Lenders in any material respect; (v) any employment agreement or employee thereof and approved benefit plan entered into by the Borrower’s board Company or any of directorsthe Subsidiaries in the ordinary course of business or consistent with past practice and payments pursuant thereto; (vi) transactions otherwise permitted under Section 6.04 and Section 6.06; (vii) [Intentionally Omitted]; (viii) [Intentionally Omitted]; (ix) [Intentionally Omitted]; (x) transactions with any Affiliate for the purchase or sale of goods, products, parts and services entered into in the ordinary course of business in a manner consistent with past practice; (xi) any transaction in respect of which the Company delivers to the Administrative Agent (for delivery to the Lenders) a letter addressed to the Board of Directors of the Company from an accounting, appraisal or investment banking firm, in each case of nationally recognized standing that is (A) in the good faith determination of the Company qualified to render such letter and (B) reasonably satisfactory to the Administrative Agent, which letter states that such transaction is on terms that are no less favorable to the Company or such Subsidiary, as applicable, than would be obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate; (xii) [Intentionally Omitted]; (xiii) transactions pursuant to any Permitted Receivables Financing; (xiv) [Intentionally Omitted]; (xv) so long as not otherwise prohibited under this Agreement, guarantees of performance by the Company or any Subsidiary of any other Subsidiary or the Company that is not a Loan Party (other than the Foreign Borrowers) in the ordinary course of business, except for guarantees of Indebtedness in respect of borrowed money; (xvi) if such transaction is with a Person in its capacity as a holder (A) of Indebtedness of the Company or any Subsidiary where such Person is treated no more favorably than the other holders of Indebtedness of the Company or any Subsidiary or (B) of Equity Interests of the Company or any Subsidiary where such Person is treated no more favorably than the other holders of Equity Interests of the Company or any Subsidiary; and (xvii) transactions pursuant to the Permitted Foreign Restructuring.

Transactions with Affiliates. Neither Holdings nor the The Borrower willwill not, nor and will they not permit any Restricted Subsidiary to, sell, lease or otherwise transfer other Obligors to enter into any assets to, or purchase, lease or otherwise acquire any assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 with, with any of its Affiliates, even if otherwise permitted under this Agreement, except (ia) transactions that are at prices and on terms and conditions conditions, taken as a whole, not materially less favorable to the Borrower or such Restricted Subsidiary other Obligor other than could in good faith is believed to be obtained on an arm’s-length basis from unrelated third parties, ; (iib) transactions between or among the Loan Parties Borrower and any other Obligor not involving any other Affiliate, ; (iiic) advances, equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests and other Restricted Payments permitted by Section 6.05; (d) the transactions provided in the Affiliate Agreements; (e) transactions described on Schedule 6.08 hereto (as amended, supplemented, restated or otherwise modified by notice from the Borrower to the Administrative Agent so long as (x) in the aggregate, payments by the Borrower and its Subsidiaries are not materially increased, or (y) such amendment, supplement, restatement or other modification is not materially adverse to the Lenders); (f) any Investment that results in the creation of an Affiliate; (g) transactions between or among the Obligors and any Excluded Asset or any “downstream affiliate” (as such term is used under Section 6.08 the rules promulgated under the Investment Company Act) company of an Obligor at prices and on terms and conditions, taken as a whole, not materially less favorable to the Obligors than in good faith is believed could be obtained at the time on an arm’s-length basis from unrelated third parties; (h) the Borrower may issue and sell Equity Interests to its Affiliates; (i) transactions with one or more Affiliates (including co-investments) permitted by an exemptive order granted by the SEC (as may be amended from time to time), loans any no action letter or as otherwise permitted by applicable law, rule or regulation and advances to Restricted Subsidiaries SEC staff interpretations thereof; (j) transactions between a Subsidiary that is not an Obligor and an Affiliate thereof that is not an Obligor; (k) transactions and documents governing transactions permitted under Section 6.04 and any other transaction involving 6.03; (l) transactions approved by a majority of the Borrower and independent members of the Restricted Subsidiaries permitted under Section 6.03 to Board of Directors of the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 Borrower; (to the extent such transaction is not required to be for fair value thereunder), (ivm) the payment of reasonable fees to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities and director’s and officer’s insurance provided for the benefit of, directors, officers, consultants or employees managers and officers of Holdingsthe External Manager, the Borrower or the Restricted Subsidiaries any Subsidiary in the ordinary course of business; (n) transactions with or among any Portfolio Investment to the extent not otherwise prohibited hereunder; (o) employment, severance, indemnification or compensation plan, agreement or arrangement and the payment of compensation (vincluding bonuses) and any issuances of securities or other paymentssimilar plans, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options arrangements or payments; (p) provision of benefits (including retirement, health, equity and stock ownership plans approved by other benefits plans) and indemnification to officers, directors, employees and consultants and all like and similar arrangements; (q) transactions between or among the Borrower’s board of directors Obligors and any Excluded Asset (i) arising from, in connection with or related to Standard Securitization Undertakings; and (viii) employment arising from, in connection with or related to Back-to-Back Transactions to the extent not otherwise prohibited hereunder; and severance arrangements entered into in (r) under or related to the ordinary course of business between Holdings, the Borrower or any Restricted Subsidiary Permitted Advisor Loan and any employee thereof and approved by the Borrower’s board of directorspermitted hereunder.

Transactions with Affiliates. Neither Holdings nor the Borrower willExcept for transactions by or among Loan Parties, nor will they permit any Restricted Subsidiary to, sell, lease sell or otherwise transfer any property or assets to, or purchase, lease purchase or otherwise acquire any property or assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 with, any of its Affiliates, except that (ia) the Borrower or any Subsidiary may engage in any of the foregoing transactions that are at prices and on terms and conditions not less favorable to the Borrower or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (iib) transactions between dividends and purchases may be paid and effected to the extent provided in Section 6.06, (c) loans, investments and advances may be made to the extent permitted by Sections 6.01 and 6.04, (d) except after the occurrence and during the continuance of a Default specified in clause (b) or among (c) of Article VII, management, consulting or advisory fees in an aggregate amount not to exceed $2,500,000 in any fiscal year may be paid by the Borrower to the Sponsor, (e) the Loan Parties not involving may perform their respective obligations under the terms of the Tax Sharing Agreement or any other Affiliateagreement with any of its Affiliates in effect on the Closing Date and set forth on Schedule 6.07, or any amendments thereto that do not materially increase the Loan Parties’ obligations thereunder, (iiif) advances, equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests and other Restricted Payments permitted under Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (to the extent such transaction is not required to be for fair value thereunder), (iv) the payment of reasonable fees to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, and compensation and employee benefit arrangements may be paid to, and indemnities may be provided for the benefit on behalf of, directors, officers, directors and employees of, and consultants or employees of (other than the Sponsor) to, Holdings, the Borrower and the Subsidiaries, as determined by the Board of Directors or appropriate officers of the Restricted Subsidiaries Borrower in the ordinary course of businessgood faith, (vg) any issuances of securities or may be issued and other payments, awards or grants (in cash, equity securities or otherwise otherwise) may be made pursuant to, or with respect to the funding of, employment agreementsarrangements, stock options and stock ownership plans approved by the Borrower’s board Board of directors Directors of the Borrower in good faith, (h) the Loan Parties may perform their respective obligations under the terms of any registration rights agreement, (i) equity securities may be sold and (vij) employment and severance arrangements entered into fees may be paid to the Sponsor in respect of any acquisitions or dispositions with respect to which the ordinary course of business between Sponsor acts as an adviser to Holdings, the Borrower or any Restricted Subsidiary and any employee thereof and approved by in an amount not to exceed 1% of the Borrower’s board value of directorssuch transaction.

Transactions with Affiliates. Neither Holdings nor the Borrower willThe Company will not, nor and will they not permit any Restricted Subsidiary of its Subsidiaries to, sell, lease or otherwise transfer any assets Property to, or purchase, lease or otherwise acquire any assets Property from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 with, any of its Affiliates, except (ia) transactions that are at prices and on terms and conditions not less substantially as favorable to the Borrower Company or such Restricted Subsidiary than (in the good faith determination of the Company) as could reasonably be obtained on an arm’s-length basis from unrelated third parties, (iib) transactions between or among the Loan Parties Company and its Subsidiaries and any entity that becomes a Subsidiary as a result of such transaction not involving any other Affiliate, (iii) advances, equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests and other Restricted Payments permitted under Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (to the extent such transaction is not required to be for fair value thereunder), (ivc) the payment of reasonable fees to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, and customary compensation and employee benefit arrangements paid benefits and reimbursements of out-of-pocket costs to, and indemnities provided for the benefit provision of indemnity on behalf of, directors, officers, consultants, employees and members of the Boards of Directors of the Company or such Subsidiary, (d) loans and advances to officers, directors, consultants or and employees of Holdings, the Borrower or the Restricted Subsidiaries in the ordinary course of business, (ve) any issuances of securities or Restricted Payments and other paymentspayments permitted under Section 6.04, awards or grants in cash(f) employment, securities or otherwise pursuant toincentive, or the funding ofbenefit, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (vi) employment consulting and severance arrangements entered into (i) in the ordinary course of business between Holdingsor (ii) set forth in Schedule 6.06, in each case, with officers, directors, consultants and employees of the Borrower Company or its Subsidiaries, (g) the transactions pursuant to the agreements set forth in Schedule 6.06 or any Restricted amendment thereto to the extent such an amendment, taken as a whole, is not adverse to the Lenders in any material respect (as determined in good faith by the Company), (h) the payment of fees and expenses related to the Transactions, (i) the issuance of Qualified Equity Interests of the Company and the granting of registration or other customary rights in connection therewith, (j) the existence of, and the performance by the Company or any Subsidiary of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Company or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the Company) than any of such documents and agreements as in effect on the Closing Date, (k) consulting services to joint ventures in the ordinary course of business and any employee thereof other transactions between or among the Company, its Subsidiaries and joint ventures in the ordinary course of business, (l) transactions with landlords, customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and not otherwise prohibited by this Agreement, (m) transactions effected as a part of a Qualified Receivables Transaction, (n) the provision of services to directors or officers of the Company or any of its Subsidiaries of the nature provided by the Company or any of its Subsidiaries to customers in the ordinary course of business and (o) transactions approved by the BorrowerAudit Committee of the Board of Directors of the Company in accordance with the Company’s board of directorspolicy regarding related party transactions in effect from time to time.

Transactions with Affiliates. Neither Holdings nor The Obligors shall not enter into any transaction with any Affiliate of the Borrower will, nor will they permit Borrowers involving the payment or transfer of any Restricted Subsidiary to, sell, lease or otherwise transfer any assets to, or purchase, lease or otherwise acquire any assets from, or otherwise engage in any other transactions involving aggregate consideration property in excess of $500,000 with7,500,000, any of its Affiliates, except other than (ia) transactions that are at prices and on terms and conditions not no less favorable in any material respect to the Borrower such Obligor or such Restricted Subsidiary than could would be obtained on an in a comparable arm’s-length basis from unrelated third partiestransaction with a Person not an Affiliate of such Obligor or such Subsidiary, (iib) the Transactions, all transactions in connection therewith (including but not limited to the financing thereof), and all fees and expenses paid or payable in connection with the Transactions, (c) transactions between or among the Loan Parties not involving Obligors and their Subsidiaries, (d) transactions permitted or approved by a Department, (e) any Restricted Payment permitted by Section 7.06 or any Investment or Acquisition permitted by Section 7.07, (f) arrangements for indemnification payments for directors and officers of the Obligors, (g) intercompany transactions between or among the Obligors or their Subsidiaries, that are (x) relating to the (i) provision of management services and other Affiliatecorporate overhead services, (ii) provision of personnel to other locations within the Parent’s consolidated group on a temporary basis and (iii) advancesprovision, equity issuancespurchase or lease of services, repurchasescash management services, retirements operational support, assets, equipment, data, information and technology, that, in the case of any such intercompany transaction referred to in this clause (g), are subject to reasonable reimbursement or cost-sharing arrangements (as determined in good faith by the Borrowers), which reimbursement or cost-sharing arrangements may be effected through transfers of cash or other acquisitions assets or retirements through book-entry credits or debits made on the ledgers of Equity Interests and other Restricted Payments permitted under Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and each involved Subsidiary; provided that any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such intercompany transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 either (to the extent such transaction is not required to be for fair value thereunder), (iv1) the payment of reasonable fees to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers, consultants or employees of Holdings, the Borrower or the Restricted Subsidiaries entered into in the ordinary course of businessbusiness or (2) otherwise entered into pursuant to the reasonable requirements of the business of the Parent or the Subsidiaries or (y) otherwise permitted pursuant to this Article 7, (vh) any issuances ordinary course business transactions (other than transactions of securities the type described in clause (c) or (g) above) that (A) do not involve the sale, transfer or other Disposition of operations or assets and (B) do not materially and adversely affect the Lenders, (i) Indebtedness and Investments among the Obligors and their Subsidiaries to the extent permitted under Article 7), (j) employment and severance arrangements for and compensation, bonuses, stock options and stock ownership plans and indemnification arrangements and benefit plans (and the making of payments, awards or grants in cash, securities or otherwise pursuant to, thereto or the funding ofthereof) for officers, employment agreementsdirectors, stock options employees, managers and stock ownership plans consultants of the Parent and its Subsidiaries approved by the Borrower’s board of directors or equivalent body of the Parent or its Subsidiary, (k) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, directors, officers, employees, managers and consultants of the Parent and its Subsidiaries in the ordinary course of business, (vil) employment and severance arrangements entered into the furnishing of services by the Parent or any Subsidiary to or for the benefit of the Parent or any other Subsidiary in the ordinary course of business between Holdings, and (m) intercompany transactions pursuant to the Borrower or any Restricted Subsidiary and any employee thereof and approved by the Borrower’s board of directorsAurora Transaction Agreements.

Transactions with Affiliates. Neither Holdings nor the Borrower willThe Company will not, nor will they it permit any Restricted Subsidiary of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 with, any of its Affiliates, except (ia) transactions that are at prices and on terms and conditions not less favorable to the Borrower Company or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (iib) transactions solely between or among the Loan Parties Company and any Subsidiary not involving any other Affiliate, (iiic) advances, equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests and other Restricted Payments any Indebtedness permitted under Section 6.08 and investments6.01(b), loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 (c), (d) or, to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (relating to the extent such transaction is not required to be for fair value thereunderforegoing, (f), (ivd) any dividend or other distribution with respect to Equity Interests, (e) the payment of reasonable fees to directors of Holdings, the Borrower Company or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers, consultants officers or employees of Holdings, the Borrower Company or the Restricted Subsidiaries any Subsidiary in the ordinary course of business, (vf) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options options, equity incentive and stock ownership plans approved by the BorrowerCompany’s or a Subsidiary’s board of directors and the 2005 Elective Deferred Incentive Compensation Plan, (vig) employment and severance arrangements transactions with the BAC Joint Venture consisting of (x) receivables securitizations entered into in the ordinary course of business between Holdingsand consistent with past practices and (y) cash equity contributions by the Company and/or any Subsidiary to the BAC Joint Venture, the Borrower (h) transactions arising in connection with any Permitted Foreign Securitization or any Restricted Subsidiary Permitted Floorplan Vehicle Transaction, and any employee thereof and approved by the Borrower’s board (i) sales of directorsinventory.

Transactions with Affiliates. Neither Holdings nor the Borrower willEnter into any transaction, nor will they permit including any Restricted Subsidiary topurchase, sellsale, lease or otherwise transfer exchange of property, the rendering of any assets to, service or purchase, lease or otherwise acquire any assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 with, any of its Affiliates, except (i) transactions that are at prices and on terms and conditions not less favorable to the Borrower or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (ii) transactions between or among the Loan Parties not involving any other Affiliate, (iii) advances, equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests and other Restricted Payments permitted under Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (to the extent such transaction is not required to be for fair value thereunder), (iv) the payment of reasonable fees to directors of any management, advisory or similar fees, with any Affiliate (other than Holdings, the Borrower or any Wholly Owned Subsidiary) unless such transaction is (i) otherwise permitted under this Agreement, (ii) in the ordinary course of business of the relevant Group Member and (iii) upon fair and reasonable terms not materially less favorable to the relevant Group Member, than it would obtain in an arm’s length transaction with a Person that is not an Affiliate. Notwithstanding the foregoing, the Borrower and its Subsidiaries may do the following: (a) Restricted Subsidiary who are not employees Payments may be made to the extent permitted by Section 8.6; (b) loans may be made and other transactions may be entered into by the Borrower and its Subsidiaries to the extent permitted by Sections 8.2, 8.4, 8.5 and 8.8; (c) customary fees and indemnifications may be paid to directors of any Parent, Holdings, the Borrower or any Restricted Subsidiaryand its Subsidiaries; (d) the Borrower and its Subsidiaries may enter into, and compensation may make payments under, employment agreements, employee benefits plans, stock option plans, indemnification provisions and employee benefit other similar compensatory arrangements paid to, and indemnities provided for the benefit of, directors, with officers, consultants or employees and directors of any Parent, Holdings, the Borrower or the Restricted and its Subsidiaries in the ordinary course of business, ; (ve) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (vi) employment and severance arrangements entered into in the ordinary course of business between Holdings, the Borrower and its Subsidiaries may pay fees to the Sponsor and perform their other obligations pursuant to the terms of the Management Agreement so long as no Default under Section 9(a) or (f) has occurred and is continuing; (f) the execution, delivery and performance of a tax sharing agreement with respect to any Restricted Subsidiary of the charges, taxes or assessments described in clause (B) of Section 8.6(c)(ii), to the extent that payments in connection with such tax sharing agreement are permitted by Section 8.6(c)(ii); and (g) the Merger and any employee thereof other contemporaneous transactions contemplated hereby (including the payment of fees and approved by the Borrower’s board of directorsexpenses in connection therewith) shall be permitted.

Transactions with Affiliates. Neither Holdings nor the Borrower will, nor will they Directly or indirectly enter into or permit to exist any Restricted Subsidiary to, sell, lease transaction between any Loan Party or otherwise transfer any assets to, or purchase, lease or otherwise acquire any assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 with, any of its AffiliatesSubsidiaries (each, an “Obligor”) and any Affiliate of a Loan Party which is not an Obligor (each, a “Non Obligor”), except for: (i) transactions in the ordinary course of such Obligor’s business and upon fair and reasonable terms that are at prices and on terms and conditions not no less favorable to such Obligor than would be obtained in an arm’s length transaction with a Person that is not a Non Obligor, (ii) transactions solely between or among any one or more Obligors, (iii) reasonable and customary indemnities provided to, and reasonable and customary fees paid to, members of the board of directors of the Borrower and its Subsidiaries, (iv) transactions and other payments expressly permitted by this Agreement and the other Loan Documents, (v) compensation (including bonuses and commissions) and employment, separation and severance of officers, directors, employees and consultants (including expense reimbursement and indemnification) and the establishment and maintenance of benefit programs or arrangements with employees, officers, directors and consultants, including vacation plans, health and life insurance plans, deferred compensation plans and retirement or savings plans and similar plans or equity incentive or equity option plans, including entering into any agreement with respect to the foregoing, performing any Obligor’s obligations thereunder and making any payments in respect thereof, (vi) issuances of Qualified Equity Interests not resulting in a Change of Control or otherwise in violation of this Agreement or any other Loan Document, (vii) Indebtedness to the extent permitted by Section 7.4, Liens to the extent permitted by Section 7.5, Restricted Payments to the extent permitted under Section 7.6(a), Investments to the extent permitted under Section 7.6(b) and transactions permitted by Section 7.1 or Section 7.3; (viii) transactions existing on the Effective Date and listed on Schedule 7.7; (ix) transactions in which the Borrower delivers to the Lender a letter from an accounting, appraisal or investment banking firm of national standing stating that such transaction is fair to the Borrower or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, a financial point of view; and (iix) transactions between or among the Loan Parties not involving any other Affiliate, (iii) advances, equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests and other Restricted Payments permitted under Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (to the extent such transaction is not required to be for fair value thereunder), (iv) the payment of reasonable fees to directors of Holdings, the Borrower or any Restricted Subsidiary who which are not employees of Holdings, the Borrower or any Restricted Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers, consultants or employees of Holdings, the Borrower or the Restricted Subsidiaries in the ordinary course of business, (v) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by a majority of the Borrower’s disinterested members of the board of directors of the Borrower in good faith; and (vixi) employment the TRG Credit Facility and severance arrangements entered into in the ordinary course of business between Holdings, the Borrower or any Restricted Subsidiary and any employee thereof and approved by the Borrower’s board of directorstransactions contemplated thereby.

Transactions with Affiliates. Neither Holdings nor Enter into, renew, extend or be a party to any transaction of any kind with any Affiliate of any Loan Party, whether or not in the Borrower willordinary course of business, nor will they permit any Restricted Subsidiary to, sell, lease or otherwise transfer any assets to, or purchase, lease or otherwise acquire any assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 with, any of its Affiliates, except (i) transactions that are at prices than on fair and on reasonable terms and conditions not taken as a whole no less favorable to the Borrower Loan Parties or such Restricted Subsidiary as would be obtainable by the Loan Parties or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than could be obtained on an arm’s-length basis from unrelated third partiesAffiliate, provided that the foregoing restriction shall not apply to (iia) transactions a transaction between or among the Loan Parties not involving any other AffiliateParties, (iiib) advancestransactions described on Schedule 7.09 hereto; provided, equity issuanceshowever, repurchasesthat the foregoing exception shall not apply to any lease of real property with an Affiliate of a Loan Party described on Schedule 7.09 hereto, retirements or (c) advances for commissions, travel and other acquisitions or retirements similar purposes in the ordinary course of business to directors, officers and employees, (d) the issuance of Equity Interests in the Parent or other payments, awards, grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and other Restricted Payments permitted under Section 6.08 and investmentsstock ownership plans (in each case in respect of Equity Interests in the Parent) to any officer, loans and advances to Restricted director, employee or consultant of the Parent or any of its Subsidiaries permitted under Section 6.04 and any other transaction involving in all instances in the Borrower ordinary course of business of the Parent and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (to the extent such transaction is not required to be for fair value thereunder)Borrower, (ive) the payment of reasonable fees and out-of-pocket costs to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiarydirectors, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers, consultants officers or employees of Holdings, the Borrower Parent or the Restricted Subsidiaries in the ordinary course any of businessits Subsidiaries, (vf) any issuances of securities of the Parent (other than Disqualified Stock and other Equity Interests not permitted hereunder) or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved (in each case in respect of Equity Interests in the Parent of the Parent or any of its Subsidiaries), (g) Restricted Payments permitted by Section 7.06, (h) Investments between the Borrower’s board of directors Loan Parties, to the extent permitted under Section 7.02, and (vii) employment and severance arrangements entered into in the ordinary course incurrence of business Indebtedness between HoldingsLoan Parties, to the Borrower or any Restricted Subsidiary and any employee thereof and approved extent permitted by the Borrower’s board of directorsSection 7.03.

Transactions with Affiliates. Neither Holdings nor the Borrower willParent will not, nor and will they not permit any of its Restricted Subsidiary Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 with, any of its AffiliatesAffiliates (other than Parent or any Restricted Subsidiary) involving aggregate payments or consideration in excess of the greater of (x) $60,000,000 and (y) 7.50% of Consolidated EBITDA as of the end of the Reference Period, except (ia) transactions that are at prices and on terms and conditions not materially less favorable to the Borrower Parent or such Restricted Subsidiary than could be obtained it would obtain on an arm’s-length basis from unrelated third partiesa Person that is not an Affiliate or, (ii) transactions between or among if in the Loan Parties not involving any other Affiliategood faith judgment of the board of directors of Parent no comparable transaction is available with which to compare such transaction, (iii) advances, equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests and other Restricted Payments permitted under Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one otherwise fair to Parent or more such Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (to the extent such transaction is not required to be for fair value thereunder)Subsidiary from a financial point of view, (ivb) the payment of reasonable any Restricted Payment permitted by Section 6.07, (c) customary fees and indemnifications paid to directors of HoldingsParent and its Restricted Subsidiaries, (d) transactions undertaken in good faith for the Borrower purpose of improving the consolidated tax efficiency of Parent and its Subsidiaries and not for the purpose of circumventing any covenant set forth in this Agreement, (e) compensation and indemnification of, and other employment agreements and arrangements, employee benefit plans, and stock incentive plans with directors, officers and employees of Parent or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers, consultants or employees of Holdings, the Borrower or the Restricted Subsidiaries entered in the ordinary course of business, (vf) Intellectual Property licenses to Restricted Subsidiaries in existence on the Effective Date, (g) loans and advances and other transactions to the extent permitted by Sections 6.01 and 6.04, (h) leases or subleases of property in the ordinary course of business not materially interfering with the business of Parent and the Restricted Subsidiaries taken as a whole, (i) transactions between or among Parent and/or any issuances Restricted Subsidiary and any entity that becomes a Restricted Subsidiary as a result of securities or other paymentssuch transaction, awards or grants in cash(j) transactions permitted by Section 6.03(a)(xvii), securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (vik) employment and severance arrangements entered into transactions in the ordinary course of business between Holdings, the Borrower or among Parent and/or any Restricted Subsidiary and any employee thereof Unrestricted Subsidiary, (l) sales or issuances of Equity Interests of Parent to Affiliates of Parent which are otherwise permitted or not restricted by the Loan Documents; (m) any agreement between any Person and an Affiliate of such Person existing at the time such Person is acquired by or merged into such Parent or its Restricted Subsidiaries pursuant to the terms of this Agreement; provided that such agreement was not entered into in contemplation of such acquisition or merger, or any amendment thereto (so long as any such amendment is not disadvantageous to the Lenders in any material respect in the good faith judgment of Parent when taken as a whole as compared to such agreement as in effect on the date of such acquisition or merger), (n) any other transactions with an Affiliate, which is approved by a majority of disinterested members of the Borrower’s board of directorsdirectors (or equivalent governing body) of Parent in good faith, (o) transactions, pursuant to or permitted by the Loan Documents or Senior Secured Notes Indenture, with Affiliated Lenders or Debt Fund Affiliates (in each case, in their respective capacities as Lenders or bondholders, as the case may be) and (p) the Transactions.

Transactions with Affiliates. Neither Holdings nor the Borrower willExcept as otherwise permitted hereunder, nor will they permit enter into, directly or indirectly, any Restricted Subsidiary to, sell, lease transaction or otherwise transfer any assets to, or purchase, lease or otherwise acquire any assets from, or otherwise engage in any other series of related transactions involving aggregate consideration with a fair market value in excess of the greater of $500,000 with, any 1,000,000 and 2.5% of its Affiliates, except (i) transactions that are at prices and on terms and conditions not less favorable to the Borrower or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (ii) transactions between or among the Loan Parties not involving any other Affiliate, (iii) advances, equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests and other Restricted Payments permitted under Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (to the extent such transaction is not required to be for fair value thereunder), (iv) the payment of reasonable fees to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided Consolidated EBITDA for the benefit ofmost recently ended Test Period, directors, officers, consultants whether or employees of Holdings, the Borrower or the Restricted Subsidiaries not in the ordinary course of business, with any Affiliate of any Group Member (other than among the Borrower and any Guarantor or any entity that becomes a Subsidiary Guarantor as a result of such transactions), other than on terms and conditions at least as favorable to such Group Member (or, in the case of a transaction between a Credit Party and a Subsidiary that is not a Credit Party, such Credit Party) as would reasonably be obtained by such Group Member at that time in a comparable arm’s-length transaction with a person other than an Affiliate (as reasonably determined by the Borrower), except that the following shall be permitted: (a) (i) Dividends permitted by Section 6.06, (ii) Liens granted pursuant to Section 6.02, (iii) Investments permitted by Section 6.03 and Indebtedness resulting therefrom permitted under Section 6.01, (iv) transactions permitted by Section 6.04 or Section 6.10, (v) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors dispositions permitted under Section 6.05 and (viz) employment payments of Indebtedness permitted under Section 6.09; (b) director, officer and employee compensation (including bonuses) and other benefits (including, without limitation, retirement, health, incentive equity and other benefit plans) and expense reimbursement and indemnification arrangements and severance arrangements entered into agreements; (c) 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 between and otherwise not prohibited by the Loan Documents; (d) (i) the payment of all reasonable and documented fees as set forth in the Management Services Agreement (including, without limitation, any financial advisory, monitoring, management, consulting, oversight and similar fees (including fees in connection with refinancings or subsequent transactions and termination fees) and (ii) the payment of all reasonable and documented out-of-pocket, expenses and indemnification claims required to be paid under any agreement with the Equity Investors relating to the services provided to the Group Members by the Equity Investors (including reasonable and documented out-of-pocket, expenses and indemnification claims paid pursuant to the Management Services Agreement); (e) [reserved]; (f) any transaction with an Affiliate where the only consideration paid by any Credit Party is Qualified Capital Stock of Holdings (or Equity Interests of a direct or indirect parent company of Holdings); (g) agreements relating to Intellectual Property not interfering in any material respect with the ordinary conduct of business of or the value of such Intellectual Property to such Group Member or materially impairing the security interest granted under the Security Agreement therein held by the Collateral Agent; (h) any other agreement, arrangement or transaction as in effect on the Borrower Closing Date and listed on Schedule 6.07, and any amendment or modification with respect to such agreement, arrangement or transaction, and the performance of obligations thereunder, so long as such amendment or modification is not materially adverse to the interests of the Lenders; (i) the Transactions as contemplated by the Loan Documents, including the payment of any fees, costs or expenses related to such Transactions; (j) transactions pursuant to provisions of the Loan Documents with the Equity Investors and Affiliated Debt Funds (in each case, in their respective capacities as Lenders); (k) transactions entered into by an Unrestricted Subsidiary with an Affiliate prior to the re-designation of any such Unrestricted Subsidiary as a Restricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary”; provided that such transactions were not entered into in contemplation of such re-designation; (l) transactions constituting any part of a Permitted Reorganization and IPO Reorganization Transaction; (m) transactions among Holdings and/or any employee thereof and approved of its Restricted Subsidiaries that are not otherwise prohibited hereunder; and (n) transactions pursuant to transfer pricing or shared services agreements, advances with respect to which are permitted by the Borrower’s board of directorsSection 6.03(z).

Transactions with Affiliates. Neither Holdings nor Enter into any transaction of any kind with any Affiliate of the Borrower will, nor will they permit any Restricted Subsidiary to, sell, lease or otherwise transfer any assets to, or purchase, lease or otherwise acquire any assets from, or otherwise engage in any other transactions involving aggregate payments or consideration in excess of $500,000 with1,500,000 for any individual transaction or series of related transactions, any of its Affiliates, except (i) transactions that are at prices and on terms and conditions whether or not less favorable to the Borrower or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (ii) transactions between or among the Loan Parties not involving any other Affiliate, (iii) advances, equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests and other Restricted Payments permitted under Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (to the extent such transaction is not required to be for fair value thereunder), (iv) the payment of reasonable fees to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers, consultants or employees of Holdings, the Borrower or the Restricted Subsidiaries in the ordinary course of business, other than (va) any issuances transactions among the Loan Parties, (b) on terms substantially as favorable to the Borrower or such Subsidiary of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved Borrower as would be obtainable by the Borrower’s board Borrower or such Subsidiary of directors the Borrower at the time in a comparable arm’s-length transaction with a Person other than an Affiliate, (c) (i) the Transactions and the payment of fees and expenses (including Transaction Expenses) as part of or in connection with the Transactions and (viii) employment the First Amendment and the payment of fees and expenses as part of or in connection with the First Amendment, (d) the issuance of Equity Interests or equity-based awards to any officer, director, employee or consultant of the Borrower or any of its Subsidiaries or any direct or indirect parent of Holdings in connection with the Transactions, (e) [reserved], (f) Restricted Payments permitted under Section 7.06 and Permitted Investments other than Permitted Investments under clauses (3), (10), (11), (13) and (26) of the definition thereof, (g) transactions by the Borrower and its Subsidiaries permitted under an express provision (including any exceptions thereto) of this Article VII, (h) employment, consulting, severance and other service or benefit related arrangements entered into between the Borrower and its Subsidiaries and their respective officers and employees in the ordinary course of business between and transactions pursuant to stock option and other equity award plans and employee benefit plans and arrangements in the ordinary course of business, (i) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, officers, employees and consultants of Holdings, the Borrower and its Subsidiaries (or any Restricted Subsidiary direct or indirect parent of the Borrower) in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Subsidiaries, (j) transactions pursuant to agreements, instruments or arrangements in existence on the First Amendment Effective Date and set forth in Schedule 7.08 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect, (k) payments by the Borrower and any employee thereof and of its Subsidiaries to one or more direct or indirect holders of Equity Interests in Holdings made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures), which payments are approved by the majority of the members of the Board of Directors or a majority of the disinterested members of the Board of Directors of the Borrower in good faith, (l) [reserved], (m) the issuance or transfer of Equity Interests (other than Disqualified Equity Interests) of Holdings to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees, distributes or Affiliate of any of the foregoing) of the Borrower’s board , any of directorsits Subsidiaries or any direct or indirect parent thereof, (n) transactions with customers, clients, joint venture partners, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement that are fair to the Borrower and the Subsidiaries of the Borrower, in the reasonable determination of the Board of Directors or the senior management of the Borrower, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party, (o) [reserved], (p) the payment of reasonable out-of-pocket costs and expenses and indemnities to equity holders of any direct or indirect parent of Holdings pursuant to the stockholders’ agreement entered into, and as in effect on, on the Closing Date, (q) transactions in which the Borrower or any of the Subsidiaries of the Borrower, as the case may be, deliver to the Administrative Agent a letter from an Independent Financial Advisor stating that such transaction is fair to the Borrower or such Subsidiary of the Borrower from a financial point of view or meets the requirements of clause (b) of this Section 7.08, (r) payments to or from, and transactions with, joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by Holdings and the Subsidiaries of the Borrower in such joint venture) to the extent otherwise constituting a Permitted Investment or Restricted Payment permitted under Section 7.06, and (s) [reserved].

Transactions with Affiliates. Neither Holdings nor the Such Borrower willwill not, nor and will they not permit any Restricted Subsidiary to, sell, lease or otherwise transfer other member of its Obligor Group to enter into any assets to, or purchase, lease or otherwise acquire any assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 with, with any of its Affiliates, even if otherwise permitted under this Agreement, except (ia) transactions that are in the ordinary course of business at prices and on terms and conditions not less favorable to the such Borrower or such Restricted Subsidiary other Obligor, as applicable, than could be obtained on an arm’s-length basis from unrelated third parties, (iib) transactions between or among the Loan Parties such Borrower and any other member of its Obligor Group not involving any other AffiliateAffiliate of such Obligor Group, (iiic) advances, equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests transactions and other Restricted Payments permitted under Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries documents governing transactions permitted under Section 6.03 to (including, for the extent such transaction is between the avoidance of doubt, any Borrower and Merger or any other merger or consolidation of one or more Restricted Subsidiaries Borrowers and/or other Obligors), 6.04(e) and 6.05, (d) the Affiliate Agreements and the transactions provided in the Affiliate Agreements (in each case, as such agreements are amended, modified or between two or more Restricted Subsidiaries and Section 6.05 (supplemented from time to time in a manner not materially adverse to the extent such transaction is not required to be for fair value thereunderLenders), (ive) transactions described or referenced on Schedule IV, (f) any Investment that results in the creation of an Affiliate, (g) transactions with one or more Affiliates (including co-investments) as permitted by any SEC exemptive order (as may be amended from time to time), any no-action letter or as otherwise permitted by applicable law, rule or regulation and SEC staff interpretations thereof, (h) the payment of reasonable fees to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, and compensation and employee benefit arrangements paid to, reimbursement of expenses and indemnities provided for the benefit of, directors, officers, consultants or employees of Holdings, the Borrower or the Restricted Subsidiaries indemnification to officers and directors in the ordinary course of business, (vi) any issuances of securities or this Agreement and the other paymentsLoan Documents, awards or grants in cashand the transactions contemplated herein and therein or, securities or otherwise pursuant to(j) agreements among the Borrowers, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (vi) employment and severance arrangements other Obligors and/or their respective Affiliates entered into in connection with the ordinary course administration of business between Holdingsthis Agreement and/or the other Loan Documents, and the Borrower transactions contemplated therein or (k) any Restricted Subsidiary and any employee thereof and approved by the Borrower’s board of directorsPermitted Advisor Loan.

Transactions with Affiliates. Neither Holdings nor the Borrower will, nor will they Directly or indirectly enter into or permit to exist any Restricted Subsidiary to, sell, lease transaction between any Loan Party or otherwise transfer any assets to, or purchase, lease or otherwise acquire any assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 with, any of its AffiliatesSubsidiaries (each, an “Obligor”) and any Affiliate of a Loan Party which is not an Obligor (each, a “Non Obligor”), except for: (i) transactions in the ordinary course of such Obligor’s business and upon fair and reasonable terms that are at prices and on terms and conditions not no less favorable to such Obligor than would be obtained in an arm’s length transaction with a Person that is not a Non Obligor, (ii) transactions solely between or among any one or more Obligors, (iii) reasonable and customary indemnities provided to, and reasonable and customary fees paid to, members of the board of directors of the Borrower and its Subsidiaries, (iv) transactions and other payments expressly permitted by this Agreement and the other Loan Documents, (v) compensation (including bonuses and commissions) and employment, separation and severance of officers, directors, employees and consultants (including expense reimbursement and indemnification) and the establishment and maintenance of benefit programs or arrangements with employees, officers, directors and consultants, including vacation plans, health and life insurance plans, deferred compensation plans and retirement or savings plans and similar plans or equity incentive or equity option plans, including entering into any agreement with respect to the foregoing, performing any Obligor’s obligations thereunder and making any payments in respect thereof, (vi) issuances of Qualified Equity Interests not resulting in a Change of Control or otherwise in violation of this Agreement or any other Loan Document, (vii) Indebtedness to the extent permitted by Section 7.4, Liens to the extent permitted by Section 7.5, Restricted Payments to the extent permitted under Section 7.6(a), Investments to the extent permitted under Section 7.6(b) and transactions permitted by Section 7.1 or Section 7.3; (viii) transactions existing on the Effective Date and listed on Schedule 7.7; (ix) transactions in which the Borrower delivers to the Lender a letter from an accounting, appraisal or investment banking firm of national standing stating that such transaction is fair to the Borrower or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, a financial point of view; (iix) transactions between or among the Loan Parties not involving any other Affiliate, (iii) advances, equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests and other Restricted Payments permitted under Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (to the extent such transaction is not required to be for fair value thereunder), (iv) the payment of reasonable fees to directors of Holdings, the Borrower or any Restricted Subsidiary who which are not employees of Holdings, the Borrower or any Restricted Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers, consultants or employees of Holdings, the Borrower or the Restricted Subsidiaries in the ordinary course of business, (v) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by a majority of the Borrower’s disinterested members of the board of directors of the Borrower in good faith; and (vixi) employment the TRG Credit Facility and severance arrangements entered into in the ordinary course of business between Holdings, the Borrower or any Restricted Subsidiary and any employee thereof and approved by the Borrower’s board of directorstransactions contemplated thereby.

Transactions with Affiliates. Neither Holdings nor The Borrower will conduct, and cause each of the Restricted Subsidiaries to conduct, all transactions with any of its Affiliates (other than the Borrower will, nor will they permit any and the Restricted Subsidiary to, sell, lease or otherwise transfer any assets to, or purchase, lease or otherwise acquire any assets from, or otherwise engage in any other transactions Subsidiaries) involving aggregate payments or consideration in excess of $500,000 with15,000,000 for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of such Affiliate transaction, for any individual transaction or series of its Affiliates, except (i) related transactions on terms that are at prices and on terms and conditions not less least substantially as favorable to the Borrower or such Restricted Subsidiary than could be obtained on an as it would obtain in a comparable arm’s-length basis from unrelated third partiestransaction with a Person that is not an Affiliate, as determined by the board of directors of the Borrower or such Restricted Subsidiary in good faith; provided that the foregoing restrictions shall not apply to (a) the payment of customary investment banking fees paid to the Sponsor for services rendered to the Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactions which payments are approved by a majority of the board of directors of the Borrower in good faith; provided that the amount of such payments in any fiscal year does not exceed the greater of (x) $4,000,000 and (y) 2.5% of Consolidated EBITDA (calculated on a Pro Forma Basis) at the time of such payment, (iib) transactions permitted by Section 10.5, (c) consummation of the Transactions and the payment of the Transaction Expenses, (d) the issuance of Capital Stock or Stock Equivalents of the Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries not otherwise prohibited by the Credit Documents, (e) loans, advances and other transactions between or among the Loan Parties Borrower, any Restricted Subsidiary or any joint venture (regardless of the form of legal entity) in which the Borrower or any Subsidiary has invested to the extent permitted or not involving any other Affiliateprohibited under Section 10, (iiif) advancespayments, equity issuancesloans, repurchasesadvances or guarantees (or cancellation of loans, retirements advances or other acquisitions or retirements of Equity Interests guarantees) to, and indemnities, reimbursements, employment agreements, severance agreements, stock option plans, benefit plans and other similar arrangements provided to or on behalf of, or for the benefit of, former, current or future officers, directors, managers, employees or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Borrower, any Restricted Payments Subsidiary or any Parent Entity, (g) payments by the Borrower (and any direct or indirect parent thereof) and the Subsidiaries pursuant to the tax sharing agreements among the Borrower (and any such parent) and the Subsidiaries that are permitted under Section 6.08 and investments10.5(b)(15); provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to and the extent such transaction is between the Borrower and one or more Restricted Unrestricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (to the extent such transaction is not of the amount received from Unrestricted Subsidiaries) would have been required to be pay in respect of such foreign, federal, state and/or local taxes for fair value thereunder)such fiscal year had the Borrower, the Restricted Subsidiaries and the Unrestricted Subsidiaries (to the extent described above) paid such taxes separately from any such direct or indirect parent company of the Borrower, (ivh) the payment of customary fees and reasonable fees to directors out of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, and compensation and employee benefit arrangements paid pocket costs to, and indemnities provided for the benefit on behalf of, directors, officersmanagers, consultants consultants, officers or employees of Holdings, the Borrower (or any direct or indirect parent thereof) and the Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries, (i) transactions undertaken pursuant to membership in a purchasing consortium, (j) transactions pursuant to any agreement or arrangement as in effect as of the Closing Date, or any amendment, modification, supplement or replacement thereto (so long as any such amendment, modification, supplement or replacement is not disadvantageous in any material respect to the Lenders when taken as a whole as compared to the applicable agreement as in effect on the Closing Date as determined by the Borrower in good faith), (k) customary payments by the Borrower (or any direct or indirect parent) and any Restricted Subsidiaries to the Sponsor made for any financial advisory, consulting, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures), (l) the existence and performance of agreements and transactions with any Unrestricted Subsidiary that were entered into prior to the designation of a Restricted Subsidiary as such Unrestricted Subsidiary to the extent that the transaction was permitted at the time that it was entered into with such Restricted Subsidiary and transactions entered into by an Unrestricted Subsidiary with an Affiliate prior to the redesignation of any such Unrestricted Subsidiary as a Restricted Subsidiary; provided that such transaction was not entered into in contemplation of such designation or redesignation, as applicable, (m) Affiliate repurchases of the Loans or Commitments to the extent permitted hereunder and the holding of such Loans or Commitments and the payments and other transactions contemplated herein in respect thereof, (n) any customary transactions with a Receivables Subsidiary effected as part of a Receivables Facility, (o) undertaking or consummating any IPO Reorganization Transactions, (p) contributions to the capital of the Borrower (other than Disqualified Stock) or any investments by the Sponsors in the Equity Interests of the Borrower (and payment of reasonable out-of-pocket expenses incurred by such Investors in connection therewith), (q) leases and intellectual property licenses entered into in the ordinary course of business, (vr) any issuances pledges of securities Equity Interests of Unrestricted Subsidiaries, (s) investments by Affiliates in Indebtedness or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board preferred Equity Interests of directors and (vi) employment and severance arrangements entered into in the ordinary course of business between Holdings, the Borrower or any Restricted Subsidiary of its Subsidiaries, so long as non-Affiliates were also offered the opportunity to invest in such Indebtedness or preferred Equity Interests, and transactions with Affiliates solely in their capacity as holders of Indebtedness or preferred Equity Interests of the Borrower or any employee thereof of its Subsidiaries, so long as such transaction is with all holders of such class (and approved there are such non-Affiliate holders) and such Affiliates are treated no more favorably than all other holders of such class generally and (t) existence of, or the performance by the Borrower’s board Borrower or any of directorsits Restricted Subsidiaries of their obligations under the terms of, any customary registration rights agreement to which they are a party or become a party in the future.

Transactions with Affiliates. Neither Holdings nor the The Borrower willwill not, nor will they the Borrower permit any Restricted Subsidiary to, sell, lease or otherwise transfer any assets to, or purchase, lease or otherwise acquire any assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 30,000,000 with, any of its Affiliates, except (i) transactions that are at prices and on terms and conditions not less favorable to the Borrower or such Restricted Subsidiary Subsidiary, taken as a whole, than could be obtained on an arm’s-length basis from unrelated third parties, (ii) transactions (A) between or among the Loan Parties not involving any other AffiliateAffiliate or (B) between or among Restricted Subsidiaries that are not Loan Parties, (iii) advances, equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests and other Restricted Payments permitted under Section 6.08 and investmentsInvestments in Subsidiaries (and in any other Person that is an Affiliate of the Borrower solely by virtue of the Borrower owning, loans directly or indirectly through one or more Subsidiaries, Equity Interests in such Person and advances to Restricted Subsidiaries Controlling such person) permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and or Section 6.05 (to the extent such transaction is not required to be for fair market value thereunder), (iv) the payment of reasonable fees to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers, consultants or employees of Holdings, the Borrower or the Restricted Subsidiaries in the ordinary course of business, (v) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and directors, (vi) employment and severance arrangements entered into in the ordinary course of business between Holdings, the Borrower or any Restricted Subsidiary and any employee thereof and approved by the Borrower’s board of directors, and (vii) payments made to other Restricted Subsidiaries arising from or in connection with any customary tax consolidation and grouping arrangements.

Transactions with Affiliates. Neither Holdings nor the The Borrower willwill not, nor and will they not permit any Restricted Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 with, any of its Affiliates, except with a fair market value in excess of $5,000,000 except: (ia) transactions that are at prices and on terms and conditions (taken as a whole) not materially less favorable to the Borrower or such Restricted Subsidiary than could reasonably be expected to be obtained on an arm’s-length basis from unrelated third parties, parties (iias determined in good faith by the Borrower); (b) transactions between or among the Loan Parties Borrower and the Restricted Subsidiaries (or any entity that becomes a Restricted Subsidiary as a result of such transaction) not involving any other Affiliate; (c) loans or advances to employees, (iii) advances, equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests officers and other Restricted Payments directors permitted under Section 6.08 6.04; (d) payroll, travel and investments, loans and similar advances to Restricted Subsidiaries cover matters permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 6.04; (to the extent such transaction is not required to be for fair value thereunder), (ive) the payment of reasonable fees and reimbursement of out-of-pocket expenses to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of HoldingsHoldco, the Borrower or any Restricted Subsidiary, and ; (f) compensation (including bonuses) and employee benefit arrangements paid to, and indemnities provided for the benefit of, and employment and severance arrangements entered into with, directors, officers, managers, consultants or employees of HoldingsHoldco, the Borrower or the Restricted Subsidiaries in the ordinary course of business, including in connection with the Transactions and any other transaction permitted hereunder; (vg) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans plans; (h) any payments to any (x) Sponsor or its Affiliates of or on account of monitoring, management, consulting, advisory or similar fees (including termination and transaction fees) payable pursuant to and in accordance with the Services Agreement (which fees payable in any fiscal year pursuant to this subclause (x) shall not exceed the amount permitted to be paid pursuant to the Services Agreement as in effect on the Closing Date); provided that, upon the occurrence and during the continuance of a Specified Event of Default such amounts may accrue, but not be payable in cash during such period, but all such accrued amounts (plus accrued interest, if any, with respect thereto) may be payable in cash upon the cure or waiver of such Event of Default and (y) Equity Investor or its Affiliates for reimbursement of out-of-pocket costs and expenses and indemnities in connection therewith; (i) payment of fees and expenses pursuant to the Transactions, and other customary transaction fees payable to any Sponsor or its Affiliates by the Borrower and any Restricted Subsidiaries for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures), which payments are approved by a majority of the disinterested members of the board of directors of Holdco in good faith; (j) any Restricted Payment and payments on Indebtedness not prohibited by Section 6.08; (k) any transaction among Holdco and its Parent Entities, the Borrower and its Subsidiaries for the sharing of liabilities for taxes so long as the payments made pursuant to such transaction are made by and among the members of Holdco’s or the Borrower’s board of directors “affiliated group” (as defined in the Code); provided that any payments by the Borrower and its Subsidiaries to Holdco and/or the Parent Entities shall be permitted only to the extent permitted under Section 6.08(a)(iii); (vil) employment transactions between and severance arrangements entered into among the Borrower and its Subsidiaries which are in the ordinary course of business and transactions between Holdingsthe Borrower, Holdco and its direct or indirect shareholders in the ordinary course of business with respect to the Equity Interests in Holdco or any Parent Entity, such as shareholder agreements, registration agreements and including providing expense reimbursement and indemnities in respect thereof; (m) the Transactions; (n) the existence and performance of agreements and transactions with any Unrestricted Subsidiary that were entered into prior to the designation of a Restricted Subsidiary as such Unrestricted Subsidiary to the extent that the transaction was permitted at the time that it was entered into with such Restricted Subsidiary and transactions entered into by an Unrestricted Subsidiary with an Affiliate prior to the redesignation of any such Unrestricted Subsidiary as a Restricted Subsidiary; (o) Affiliate repurchases of the Loans or Commitments to the extent permitted hereunder and the holding of such Loans or Commitments and the payments and other transactions contemplated herein in respect thereof; (p) transactions set forth on Schedule 6.09, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time in accordance with the other terms of this covenant or to the extent not more disadvantageous to the Secured Parties in any material respect (taken as a whole); (q) any customary transaction with a Receivables Facility or a Securitization Subsidiary effected as part of a Qualified Securitization Financing; (r) [Reserved]; (s) payments to or from, and transactions with, joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by the Borrower and the Restricted Subsidiaries in such joint venture) in the ordinary course of business; (t) loans and other transactions by and among the Borrower and its Restricted Subsidiaries to the extent not prohibited Section 6.06 (other than Section 6.06(x)); (u) transactions by the Borrower and its Restricted Subsidiaries with customers, clients, joint venture partners, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement that are fair to Borrower and the Restricted Subsidiaries, as determined in good faith by the board of directors or the senior management of the relevant Person, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (v) any transaction between or among the Borrower or any Restricted Subsidiary and any employee thereof Affiliate of the Borrower or a Joint Venture or similar entity that would constitute an Affiliate transaction solely because the Borrower or a Restricted Subsidiary owns an equity interest in or otherwise controls such Affiliate, Joint Venture or similar entity; (w) transactions in which the Borrower or any Restricted Subsidiary, as the case may be, delivers to the Administrative Agent a letter from an independent financial advisor stating that such transaction is fair to the Borrower or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (a) of this Section 6.09; (i) investments by Permitted Holders in securities of the Borrower or any Restricted Subsidiary (and approved payment of reasonable out-of-pocket expenses incurred by such Permitted Holders in connection therewith) so long as the investment is being offered by the Borrower’s board Borrower or such Restricted Subsidiary generally to other investors on the same or more favorable terms, and (ii) payments to Permitted Holders in respect of directorssecurities or loans of the Borrower or any Restricted Subsidiary contemplated in the foregoing clause (i) or that were acquired from Persons other than the Borrower and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans; provided that with respect to securities of the Company or any Restricted Subsidiary contemplated in clause (i) above, such investment constitutes less than 10% of the proposed or outstanding issue amount of such class of securities; and (y) the payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to shareholders of Holdco or any direct or indirect parent thereof pursuant to the equityholders agreement, limited liability company agreement or the registration rights agreement entered into on or after the Closing Date.

Transactions with Affiliates. Neither Holdings nor the Borrower will, nor will they permit any Restricted Subsidiary to, sell, lease Sell or otherwise transfer any property or assets to, or purchase, lease purchase or otherwise acquire any property or assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 with, any of its Affiliates, except except (ia) transactions that are between or among Loan Parties, and (b) the Borrower or any Subsidiary may engage in any transactions in the ordinary course of business at prices and on terms and conditions (taken as a whole) not less favorable to the Borrower or such Restricted Subsidiary in any material respect than could be obtained in a comparable transaction on an arm’s-length basis from unrelated third parties, provided, that in the case of any such transaction (iior series of related transactions) transactions between or among involving aggregate consideration to any party in excess of $5,000,000, the Borrower shall provide the Administrative Agent with a fairness opinion from a financial advisor of nationally recognized standing as to the fairness of such transaction to the Loan Parties not involving Parties; (c) the Transactions and the payment of fees and expenses made in connection with the Transactions as required by the Acquisition Agreement, (d) the payment of any other Affiliate, Management Fees, (iiie) advances, equity issuances, repurchases, retirements or other acquisitions or retirements issuances of Equity Interests of the Borrower to the extent otherwise not prohibited by this Agreement, (f) employment and other Restricted Payments permitted under Section 6.08 severance arrangements between the Borrower and investments, its Subsidiaries and their respective officers and employees in the ordinary course of business or otherwise required by the documents governing the Transactions (including loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such constituting permitted Investments), (g) any transaction is between pursuant to any arrangement existing as of the Borrower Closing Date and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 set forth on Schedule 6.08, (to the extent such transaction is not required to be for fair value thereunder), (ivh) the payment of customary fees and reasonable fees to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, and compensation and employee benefit arrangements paid out-of-pocket costs to, and indemnities provided for the benefit on behalf of, members of the board of directors, officers, consultants or and employees of HoldingsHoldings (or any direct or indirect parent thereof), the Borrower or the Restricted and its Subsidiaries in the ordinary course of businessbusiness to the extent attributable to the ownership or operation of the Borrower and its Subsidiaries, (vi) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (vi) employment and severance arrangements entered into in the ordinary course of business between Holdings, the Borrower or any Restricted Subsidiary and any employee thereof and approved by the Borrower’s board of directorsPayments permitted under Section 6.07.

Transactions with Affiliates. Neither Holdings nor the Borrower will(a) The Company will not, nor and will they not permit any Restricted Subsidiary to, selldirectly or indirectly, enter into any transaction or series of related transactions (including the purchase, sale, lease or otherwise transfer exchange of any assets to, Property or purchase, lease or otherwise acquire the rendering of any assets from, or otherwise engage in service) with any other transactions involving aggregate consideration in excess Affiliate of $500,000 with, any of its Affiliates, except the Company (ian “Affiliate Transaction”) transactions unless such transaction is on terms: (1) that are at prices and on terms and conditions not materially less favorable to the Borrower Company or such Restricted Subsidiary Subsidiary, as the case may be, than those that could be obtained on an at the time of such transaction in arm’s-length basis dealings with a Person who is not such an Affiliate; (2) that, in the event such Affiliate Transaction involves an aggregate amount in excess of £25 million: (A) are set forth in writing; and (B) have been approved by a majority of the members of the Board of Directors having no personal stake in such Affiliate Transaction; and (3) that, in the event such Affiliate Transaction involves an aggregate amount in excess of £100 million, have been determined by an Independent Financial Advisor to be fair, from unrelated third partiesa financial standpoint, to the Company and the Restricted Subsidiaries. (iib) The provisions of the foregoing paragraph (a) will not apply to: (1) any Restricted Payment permitted to be paid or made pursuant to Section 4.07; (2) transactions between or among the Loan Parties not involving any other Affiliate, (iii) advances, equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests Company and other Restricted Payments permitted under Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (to the extent such transaction is not required to be for fair value thereunder), (iv) the payment of reasonable fees to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees (other than a Receivables Subsidiary) or between Restricted Subsidiaries (other than a Receivables Subsidiary); (3) sales of Holdings, the Borrower accounts receivable or any Restricted Subsidiaryparticipations therein to a Receivables Subsidiary in connection with any Qualified Receivables Transaction; (4) in respect of clauses (2) and (3) of paragraph (a) above, and compensation and employee benefit arrangements paid toonly, and indemnities provided for the benefit ofany issuance of securities, directors, officers, consultants or employees of Holdings, the Borrower or the Restricted Subsidiaries in the ordinary course of business, (v) any issuances of securities or other payments, awards or grants in cash, securities (including stock options and similar rights) or otherwise similar transfers to employees, directors and consultants of the Parent, the Company, or any Restricted Subsidiary and any of their Subsidiaries pursuant to, or for the funding ofpurpose of funding, employment agreementsarrangements, stock options and stock share ownership plans approved by the Borrower’s board plans; (5) in respect of directors clauses (2) and (vi3) employment of paragraph (a) above, only, any loans or advances, or Guarantees of third-party loans, to directors, officers, employees and severance consultants in the ordinary course of business in accordance with past practices of the Parent, the Company or any Restricted Subsidiary, as applicable; (6) the payment of reasonable fees and indemnities (including under customary insurance) to directors, officers and consultants of the Parent, the Company, any Restricted Subsidiary and any of their Subsidiaries; (7) any tax sharing agreement or arrangement and payments pursuant thereto between or among the Parent, the Company, any Virgin Media Holding Company, the Issuer and any other Restricted Subsidiaries not otherwise prohibited by this Indenture; (8) commercial transactions on arm’s-length terms entered into in the ordinary course of business of which the disinterested directors of the Company have been notified, or if there are no disinterested directors, the directors; (9) transactions with Affiliates in their capacity as holders of Indebtedness or Capital Stock of the Issuer, the Company or any Restricted Subsidiary, so long as such Affiliates are treated no more favorably than holders of such Indebtedness or Capital Stock generally; (10) transactions with Affiliates in their capacity as borrowers of Indebtedness from the Issuer, the Company or any Restricted Subsidiary, so long as such Affiliates are treated no more favorably than holders of such Indebtedness or Capital Stock generally; (11) any agreement in effect on the Closing Date or any amendment or other modification thereto (so long as such amendment or other modification is not disadvantageous to the Holders in any material respect) or any transactions pursuant thereto; (12) the issuance and sale of Capital Stock of the Parent or the Company to (A) any officer, director or consultant of the Company, any Restricted Subsidiary or any other Virgin Media Holding Company pursuant to agreements outstanding on the Closing Date, or (B) any Virgin Media Holding Company or any Restricted Subsidiary; (13) the entering into, maintaining or performing of any employee contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any employee, officer, director or consultant heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements; (14) any insurance arrangements entered into in the ordinary course of business with a captive insurance company; (15) transactions between Holdingsany Restricted Subsidiary and VM FinanceCo and/or Virgin Media Communications, or between the Borrower Company and VM FinanceCo and/or Virgin Media Communications, in each case, to effect or facilitate a transfer of any property or asset from the Company and/or any Restricted Subsidiary to another Restricted Subsidiary and/or the Company, as applicable; (16) transactions relating to the provision of Intra-Group Services in the ordinary course of business; or (17) any transaction in the ordinary course of business between or among the Issuer or any Restricted Subsidiary and any employee thereof and approved by Affiliate of the Borrower’s board of directorsCompany that is an Unrestricted Subsidiary or a joint venture or similar entity (including a Permitted Joint Venture) that would constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary owns an equity interest in or otherwise controls such Unrestricted Subsidiary, joint venture or similar entity.

Transactions with Affiliates. Neither Holdings nor the Borrower will(a) The Company will not, nor and will they not permit any Restricted Subsidiary to, selldirectly or indirectly, enter into any transaction or series of related transactions (including the purchase, sale, lease or otherwise transfer exchange of any assets to, Property or purchase, lease or otherwise acquire the rendering of any assets from, or otherwise engage in service) with any other transactions involving aggregate consideration in excess Affiliate of $500,000 with, any of its Affiliates, except the Company (ian "Affiliate Transaction") transactions unless such transaction is on terms: (1) that are at prices and on terms and conditions not materially less favorable to the Borrower Company or such Restricted Subsidiary Subsidiary, as the case may be, than those that could be obtained on an arm’sat the time of such transaction in arm's-length basis dealings with a Person who is not such an Affiliate; (2) that, in the event such Affiliate Transaction involves an aggregate amount in excess of £25 million: (A) are set forth in writing; and (B) have been approved by a majority of the members of the Board of Directors having no personal stake in such Affiliate Transaction; and (3) that, in the event such Affiliate Transaction involves an aggregate amount in excess of £100 million, have been determined by an Independent Financial Advisor to be fair, from unrelated third partiesa financial standpoint, to the Company and its Restricted Subsidiaries. (iib) The provisions of the foregoing paragraph (a) will not apply to: (1) any Restricted Payment permitted to be paid pursuant to Section 4.07; (2) transactions between or among the Loan Parties not involving any other Affiliate, (iii) advances, equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests Company and other Restricted Payments permitted under Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (to the extent such transaction is not required to be for fair value thereunder), (iv) the payment of reasonable fees to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees (other than a Receivables Subsidiary) or between Restricted Subsidiaries (other than a Receivables Subsidiary); (3) sales of Holdings, the Borrower accounts receivable or any Restricted Subsidiaryparticipations therein to a Receivables Subsidiary in connection with any Qualified Receivables Transaction; (4) in respect of clauses (2) and (3) of paragraph (a) above, and compensation and employee benefit arrangements paid toonly, and indemnities provided for the benefit ofany issuance of securities, directors, officers, consultants or employees of Holdings, the Borrower or the Restricted Subsidiaries in the ordinary course of business, (v) any issuances of securities or other payments, awards or grants in cash, securities (including stock options and similar rights) or otherwise similar transfers to employees, directors and consultants of the Parent, the Company, or any Restricted Subsidiary and any of their Subsidiaries pursuant to, or for the funding ofpurpose of funding, employment agreementsarrangements, stock options and stock share ownership plans approved by the Borrower’s board plans; (5) in respect of directors clauses (2) and (vi3) employment of paragraph (a) above, only, any loans or advances, or Guarantees of third-party loans, to directors, officers, employees and severance consultants in the ordinary course of business in accordance with past practices of the Parent, the Company or any Restricted Subsidiary, as applicable; (6) the payment of reasonable fees and indemnities (including under customary insurance) to directors, officers and consultants of the Parent, the Company, any Restricted Subsidiary and any of their Subsidiaries; (7) any tax sharing agreement or arrangement and payments pursuant thereto between or among the Parent, the Company, any Virgin Media Holding Company, the Issuer and any other Restricted Subsidiaries not otherwise prohibited by this Indenture; (8) commercial transactions on arm's-length terms entered into in the ordinary course of business of which the disinterested directors of the Company have been notified, or if there are no disinterested directors, the directors; (9) transactions with Affiliates solely in their capacity as holders of Indebtedness or Capital Stock of the Issuer, any Virgin Media Holding Company or any of its Subsidiaries, so long as such Affiliates are treated no more favorably than holders of such Indebtedness or Capital Stock generally; (10) any agreement in effect on the Closing Date or any amendment or other modification thereto (so long as such amendment or other modification is not disadvantageous to the Holders in any material respect) or any transactions pursuant thereto; (11) the issuance and sale of Capital Stock of the Company to (A) any officer, director or consultant of the Company, any Restricted Subsidiary or any other Virgin Media Holding Company pursuant to agreements outstanding on the Closing Date, or (B) any Virgin Media Holding Company or any Restricted Subsidiary; (12) the entering into, maintaining or performing of any employee contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any employee, officer, director or consultant heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements; (13) any insurance arrangements entered into in the ordinary course of business with a captive insurance company; or (14) any transaction in the ordinary course of business between Holdings, or among the Borrower Issuer or any Restricted Subsidiary and any employee thereof and approved by Affiliate of the Borrower’s board of directorsCompany that is an Unrestricted Subsidiary or a joint venture or similar entity (including a Permitted Joint Venture) that would constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary owns an equity interest in or otherwise controls such Unrestricted Subsidiary, joint venture or similar entity.

Transactions with Affiliates. Neither Holdings nor the any Borrower will, nor will they permit any Restricted Subsidiary to, sell, lease or otherwise transfer any assets to, or purchase, lease or otherwise acquire any assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 €25,000,000 with, any of its Affiliates, except (i) transactions that are at prices and on terms and conditions not less favorable to the such Borrower or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (ii) transactions between or among the Loan Parties not involving any other Affiliate, (iii) advances, equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests and other Restricted Payments permitted under Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower Borrowers and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Holdings, a Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (to the extent such transaction is not required to be for fair value thereunder), (iv) the payment of reasonable fees to directors of Holdings, the any Borrower or any Restricted Subsidiary who are not employees of Holdings, the any Borrower or any Restricted Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers, consultants or employees of Holdings, the Borrower Borrowers or the Restricted Subsidiaries in the ordinary course of business, (v) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Swiss Borrower’s board of directors and directors; (vi) employment and severance arrangements entered into in the ordinary course of business between Holdings, the any Borrower or any Restricted Subsidiary and any employee thereof and approved by the Swiss Borrower’s board of directors; and (vii) payments made to other Restricted Subsidiaries arising from or in connection with any customary tax consolidation and grouping arrangements.

Transactions with Affiliates. Neither Holdings nor the Borrower willExcept for transactions between or among Loan Parties, nor will they permit any Restricted Subsidiary to, sell, lease sell or otherwise transfer any property or assets to, or purchase, lease purchase or otherwise acquire any property or assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 with, any of its Affiliates, except (a) that Holdings or any Restricted Subsidiary may (i) engage in any of the foregoing transactions that are at prices and on upon terms and conditions not no less favorable to the Borrower Holdings or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, parties and (ii) transactions between in the case of a Restricted Subsidiary that is a Loan Party, make an Investment in any Affiliate that provides services to any Borrower or among its Restricted Subsidiaries; provided that (x) such Investment is made pursuant to Section 6.04(g) and is permitted thereby, and (y) the Loan Parties not involving any other Affiliateboard of directors of Holdings determines that such Investment is in the best interests of Holdings and the Restricted Subsidiaries, (iiib) advances, equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests and other Restricted Payments permitted under by Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (to the extent such transaction is not required to be for fair value thereunder6.06(a), (ivc) the indemnification of, and the payment of reasonable and customary fees to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit ofto, directors, officers, consultants or officers and employees of Holdings, the Borrower or Holdings and the Restricted Subsidiaries in the ordinary course of business, (vd) Investments permitted by clause (b), (d), (q) or (r) of Section 6.04 and transfers permitted under Section 6.05 of work-in-process and products in the ordinary course of business among Holdings and its Subsidiaries in connection with the digital development of Intellectual Property owned by the Loan Parties, (e) any issuances employment agreement entered into by Holdings or any Restricted Subsidiary in the ordinary course of securities business, (f) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreementsarrangements, stock options and stock ownership plans approved by the Borrower’s board of directors and (vi) employment and severance arrangements entered into by Holdings or any Restricted Subsidiary in the ordinary course of business between and approved by the board of directors of Holdings or HMHP, (g) the existence of, or the performance by Holdings, any Borrower or any of the Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement or its equivalent with the stockholders of Holdings or any direct or indirect parent of a Borrower (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, (h) the transactions contemplated by the Approved Plan of Reorganization, (i) payments by Holdings, any Borrower or any Restricted Subsidiary and to an Affiliate for any employee thereof and financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including in connection with acquisitions or divestitures, which payments are approved by a majority of the Borrower’s members of the board of directorsdirectors of Holdings in good faith, (j) transactions with respect to which Holdings, the Borrowers or any Restricted Subsidiary, as the case may be, delivers a letter from an Independent Financial Advisor addressed to the Lenders and the Administrative Agent stating that such transaction is fair to Holdings, the Borrowers or such Restricted Subsidiary from a financial point of view, (k) investments by Affiliates in securities or Indebtedness of Holdings or any Restricted Subsidiary (and payment of reasonable out-of-pocket expenses incurred by such Investors or their Affiliates in connection therewith) so long as (i) the investment is being offered generally to other investors on the same or more favorable terms and (ii) the aggregate investment by Affiliates constitutes less than 50% of the proposed or outstanding issue amount of such class of securities or Indebtedness; (l) any transaction with an Affiliate in which the consideration paid by Holdings, the Borrowers or any Restricted Subsidiary consists only of Equity Interests of Holdings or any direct or indirect parent company of Holdings, and (m) any merger, consolidation or reorganization of Holdings with an Affiliate of Holdings not materially adverse to the interests of the Lenders and solely for the purpose of (i) reorganizing to facilitate an initial public offering of securities of Holdings or a direct or indirect parent of Holdings, (ii) forming or collapsing a holding company structure or (iii) reincorporating Holdings in a new jurisdiction.

Transactions with Affiliates. Neither Holdings nor the The Borrower willwill not, nor and will they not permit any Restricted Subsidiary of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 with, any of its Affiliates, except (ia) transactions that are at prices and on other terms and conditions conditions, taken as a whole, not less favorable to the Borrower such Loan Party or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, ; (iib) transactions between or among the Borrower and any wholly-owned Subsidiary that is a Loan Parties Party and transactions solely between or among Subsidiaries that are not Loan Parties, in each case, not involving any other Affiliate; (c) any Investment permitted by Sections 6.04(f), (iiig), (h), or (v); (d) advances, equity issuances, repurchases, retirements any Indebtedness permitted under clause (c) of Section 6.01; (e) any Restricted Payment permitted by Section 6.06; (f) loans or other acquisitions or retirements of Equity Interests and other Restricted Payments advances to employees permitted under Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one 6.04(e) or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 6.04(i); (to the extent such transaction is not required to be for fair value thereunder), (ivg) the payment of reasonable fees and expense reimbursements to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the such Borrower or any Restricted Subsidiary, and compensation compensation, bonuses and severance and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers, consultants officers or employees of Holdings, the Borrower or the Restricted its Subsidiaries in the ordinary course of business, ; (vh) customary employment and consulting agreements entered into the ordinary course of business; (i) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the a Borrower’s board of directors directors; (j) intercompany transactions, including the (A) provision of management services and other corporate overhead services, (B) provision of personnel to other locations within the Borrower’s consolidated group on a temporary basis and (viC) employment provision, purchase or lease of services, operational support, assets, equipment, data, information and severance technology, that, in the case of any such intercompany transaction referred to in this clause (j), are subject to reasonable reimbursement or cost-sharing arrangements (as determined in good faith by the Borrower), which reimbursement or cost sharing arrangements may be effected through transfers of cash or other assets or through book-entry credits or debits made on the ledgers of each involved Subsidiary (provided that any such intercompany transaction is either (1) entered into in the ordinary course of business or (2) otherwise entered into pursuant to the reasonable requirements of the business of the Borrower and the Subsidiaries); and (k) any transaction involving consideration or value of less than $1,000,000; provided, however, that this Section shall not limit the operation or effect of, or any payments under, (i) any license entered into in the ordinary course of business on customary terms between Holdings, the any Subsidiary and Borrower or any Restricted other Subsidiary and or (ii) any employee thereof and agreement with respect to any joint venture to which Borrower or any Subsidiary is a party entered into in connection with, or reasonably related to, its lines of business (provided that such agreement is approved by the Borrower’s board of directors). Notwithstanding the foregoing, no Subsidiary that is a Massachusetts Securities Corporation may sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any Subsidiary that is not a Loan Party.

Transactions with Affiliates. Neither Holdings nor the The Top Borrower willshall not, nor will they permit any and shall cause each Restricted Subsidiary not to, selldirectly or indirectly, lease or otherwise transfer enter into any assets to, or purchase, lease or otherwise acquire transaction of any assets from, or otherwise engage in any other transactions kind involving aggregate consideration in excess of the greater of (x) $500,000 with25,000,000 and (y) (A) during the Minimum Liquidity Period, any 2.5% of Consolidated Total Assets or (B) during the Leverage Test Period, 17.5% of Consolidated EBITDA of the Top Borrower and its Affiliates, except (i) transactions that are at prices and on terms and conditions not less favorable to the Borrower or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (ii) transactions between or among the Loan Parties not involving any other Affiliate, (iii) advances, equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests and other Restricted Payments permitted under Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (to the extent such transaction is not required to be for fair value thereunder), (iv) the payment of reasonable fees to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit ofmost recently ended Test Period with any Affiliate of the Top Borrower, directors, officers, consultants whether or employees of Holdings, the Borrower or the Restricted Subsidiaries not in the ordinary course of business, (v) any issuances of securities other than on fair and reasonable terms substantially as favorable to the Top Borrower or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved such Restricted Subsidiary as would be obtainable by the BorrowerTop Borrower or such Restricted Subsidiary at the time in a comparable arm’s board length transaction with a Person other than an Affiliate; provided that the foregoing restriction shall not apply to (a) transactions between or among the Top Borrower and any of directors its Restricted Subsidiaries or between and among any Restricted Subsidiaries; (vib) employment and severance arrangements entered into in transactions between or among the ordinary course of business between Holdings, the Top Borrower or any Restricted Subsidiary Subsidiary, on the one hand, and any employee thereof Person that becomes a Restricted Subsidiary, on the other, as a result of such transaction which transaction is otherwise permitted hereunder; (c) customary indemnification and approved by the Borrower’s board of directorsemployment arrangements, agreements and provisions with officers, directors employees; (d) Restricted Payments permitted under Section 7.06; and (e) Investments in Unrestricted Subsidiaries permitted under Section 7.02(h), (j) or (k).

Transactions with Affiliates. Neither Holdings nor None of the Borrower will, nor Company or any Subsidiary will they permit any Restricted Subsidiary to, sell, lease or otherwise transfer any assets to, or purchase, lease or otherwise acquire any assets from, or otherwise engage in any other transactions involving in each case with an aggregate consideration value for any such transaction or series of related transactions in excess of $500,000 5,000,000 with, any of its AffiliatesAffiliates (each an “Affiliate Transaction”), except (ia) transactions that are at prices and on terms and conditions conditions, taken as a whole, not less favorable to the Borrower Company or such Restricted Subsidiary than those that could be obtained on an arm’s-length basis from unrelated third parties, (iib) transactions between or among the Loan Parties Subsidiaries not involving any other Affiliate, (iiic) advances, equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests and other Restricted Payments any Investment permitted under Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (to the extent such transaction is not required to be for fair value thereunder)6.04, (ivd) the payment of reasonable fees to directors of Holdings, the Borrower Company or any Restricted Subsidiary who are not employees of Holdings, the Borrower Company or any Restricted Subsidiary, (e) compensation, expense reimbursement and compensation indemnification of, and employee other employment arrangements (including severance arrangements) and health, disability and similar insurance or benefit arrangements paid to, and indemnities provided for the benefit ofwith, directors, officers, consultants or officers and employees of Holdings, the Borrower Company or the Restricted Subsidiaries any Subsidiary entered into in the ordinary course of business, (vf) any issuances Restricted Payment permitted by Section 6.08, (g) sales of securities Equity Interests to Affiliates to the extent not prohibited under this Agreement, (h) any payments or other payments, awards or grants in cash, securities or otherwise transactions pursuant to, or to any tax sharing agreement among the funding of, employment agreements, stock options Loan Parties and stock ownership plans approved by the Borrower’s board of directors and (vi) employment and severance arrangements their Subsidiaries; provided that any such tax sharing agreement is entered into in the ordinary course of business between Holdingsor on terms usual and customary for agreements of that type, (i) transactions with joint ventures in the ordinary course of business, (j) any Indebtedness permitted by Section 6.01, (k) any Liens permitted by Section 6.02, (k) any transactions permitted by Section 6.03 or 6.05, (l) the consummation of the GCA Acquisition and the payment of fees and expenses in connection therewith, (m) agreements in existence on the Closing Date and set forth on Schedule 6.09 or any amendment to any such agreement to the extent such amendment is not materially adverse, taken as a whole, the Borrower or Lenders in any Restricted Subsidiary material respect and (n) transactions contemplated by any employee thereof and approved by the Borrower’s board of directorsPermitted Receivables Facility Documents.

Transactions with Affiliates. Neither Holdings nor the The Parent Borrower willwill not, nor and will they not permit any Restricted Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 with, any of its Affiliates, except (ia) transactions that are in the ordinary course of business and at prices and on terms and conditions not less favorable to the Parent Borrower or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (iib) transactions between or among the Parent Borrower and the Loan Parties not involving any other Affiliate, (iiic) advancesany investment permitted by Section 7.04(d) and (e), equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests and other Restricted Payments (d) any Indebtedness permitted under Section 6.08 and investments7.01(a)(iv), (e) loans and or advances to Restricted Subsidiaries employees permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (to the extent such transaction is not required to be for fair value thereunder)7.04, (ivf) the payment of reasonable fees to directors of Holdings, the Parent Borrower or any Restricted Subsidiary who are not employees of Holdings, the Parent Borrower or any Restricted Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers, consultants officers or employees of Holdings, the Parent Borrower or the Restricted its Subsidiaries in the ordinary course of business, (vg) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Parent Borrower’s board Board of directors and Directors, (vih) employment and severance arrangements entered into in the ordinary course of business and approved by the Parent Borrower’s Board of Directors between Holdings, the Parent Borrower or any Restricted Subsidiary and any employee thereof and approved (i) any Restricted Payment permitted by the Borrower’s board of directorsSection 7.08.

Transactions with Affiliates. Neither Holdings nor Enter into or conduct any transaction or any series of transactions, directly or indirectly, of any kind (including the Borrower willpurchase, nor will they permit any Restricted Subsidiary to, sellsale, lease or otherwise transfer exchange of any assets toproperty or the rendering of any service) with any Affiliate of New Holdings or any of the Restricted Subsidiaries, whether or purchasenot in the ordinary course of business (an “Affiliate Transaction”), lease or otherwise acquire any assets from, or otherwise engage in any other transactions involving aggregate consideration value for all such transactions and series of transactions in excess of $500,000 with, any of its Affiliates, except 5,000,000 unless (i) transactions that the terms of such Affiliate Transaction taken as a whole are at prices and on terms and conditions not materially less favorable to the Borrower New Holdings or such Restricted Subsidiary Subsidiary, as the case may be, than those that could be obtained on in a comparable transaction at the time of such transaction or the execution of the agreement providing for such transaction in arm’s length dealings with a Person who is not such an arm’s-length basis from unrelated third parties, Affiliate; and (ii) transactions in the event such Affiliate Transaction involves an aggregate value in excess of $20,000,000, the terms of such transaction have been approved by a majority of the members of the Board of Directors. Any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in clause (ii) of this paragraph if such Affiliate Transaction is approved by a majority of the Disinterested Directors, if any. The provisions of the preceding paragraph will not apply to: (a) any transaction between or among New Holdings and any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a result of such transaction), or between or among Restricted Subsidiaries that is otherwise expressly permitted under this Agreement; (b) the Loan Parties not involving any other Affiliate, Transactions; (iiic) advances, equity issuances, repurchases, redemptions, retirements or other acquisitions or retirements of Equity Interests and other Restricted Payments permitted under Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower by New Holdings and the Restricted Subsidiaries permitted under Section 6.03 or any other Parent, but only to the extent such transaction is between specifically permitted under this Article VII; (d) loans, Investments and other transactions by and among New Holdings and the Borrower Restricted Subsidiaries, and one or more Restricted Subsidiaries or between two or more joint ventures, but only to the extent specifically permitted under this Article VII; (e) employment and severance arrangements among New Holdings and/or the Restricted Subsidiaries and Section 6.05 their respective officers and employees, in each case in the ordinary course of business as determined in good faith by the board of directors or senior management of the relevant Person and transactions pursuant to stock option plans and employee benefit plans and arrangements; (to the extent such transaction is not required to be for fair value thereunder), (ivf) the payment by New Holdings and the Restricted Subsidiaries of compensation, customary fees and reasonable fees to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, and compensation and employee benefit arrangements paid out-of-pocket costs to, and indemnities (including under customary insurance policies) and employee benefit and pension expenses provided for the benefit on behalf of, directors, officers, employees and consultants or employees of New Holdings, the Borrower or the Restricted Subsidiaries and/or any other Parent in the ordinary course of business, in each case to the extent attributable to the ownership or operation of New Holdings and the Restricted Subsidiaries; and (vg) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or Restricted Payments by New Holdings and the funding of, employment agreements, stock options Restricted Subsidiaries to the extent permitted under Section 7.09; and (h) Affiliate Transactions existing on the applicable Determination Date and stock ownership plans approved by the Borrower’s board of directors and (vi) employment and severance arrangements entered into in the ordinary course of business between Holdings, the Borrower or any Restricted Subsidiary and any employee thereof and approved by the Borrower’s board of directorslisted on Schedule 7.08(h).

Transactions with Affiliates. Neither Holdings nor Except as set forth on Schedule 6.09, the Borrower willwill not, nor and will they not permit any Restricted Subsidiary of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 with, any of its Affiliates, except (ia) transactions that are at prices and on terms and conditions not less favorable to the Borrower or such Restricted Subsidiary Wireline Company than could reasonably be expected to be obtained on in an arm’s-length basis from unrelated third partiestransaction with a Person that is not an Affiliate of the Wireline Companies, (iib) the Propco Transactions, (c) transactions between or among (i) the Loan Collateral Support Parties or any Person that will become a Collateral Support Party in connection therewith or (ii) Subsidiaries that are not involving any other AffiliateCollateral Support Parties, (iii) advances, equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests and other Restricted Payments permitted under Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 except in each case to the extent that any payments thereunder made by any Wireline Company to such transaction is Person are substantially concurrently paid by such Person to any other Affiliate of any Wireline Company and are not otherwise permitted under this Section 6.09, (d) any Restricted Payment permitted by Section 6.08, (e) mergers or consolidations between Subsidiaries or between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and any Subsidiary permitted under Section 6.05 (to the extent such transaction is not required to be for fair value thereunder)6.03, (ivf) intercompany Investments, loans, advances and Guarantees permitted under Section 6.04, (g) the payment provision by Loan Parties of reasonable fees to directors of Holdingsadministrative, the Borrower or any Restricted Subsidiary who are not employees of Holdingslegal, the Borrower or any Restricted Subsidiary, accounting and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers, consultants or employees of Holdings, the Borrower or the Restricted Subsidiaries in the ordinary course of business, (v) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (vi) employment and severance arrangements entered into similar services in the ordinary course of business to Subsidiaries that are not Collateral Support Parties, (h) the entry into customary tax sharing agreements between Holdings, or among the Borrower or Wireline Companies; (i) payments by Wireline Companies on behalf of Holdco; provided that such payments could have been made as a Permitted Holdco Payment; and (j) transactions pursuant to any Restricted Subsidiary and any employee thereof and approved by the Borrower’s board of directorsPermitted Receivables Financing.

Transactions with Affiliates. Neither Holdings nor The Parent and the Borrower willwill not, nor and will they not permit any other Restricted Subsidiary to, sellenter into any transaction, including, without limitation, any purchase, sale, lease or exchange of Property or the rendering of any service, with any Affiliate (other than the Credit Parties) unless such transactions are otherwise transfer any assets to, or purchase, lease or otherwise acquire any assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 with, any of its Affiliates, except (i) transactions that not prohibited under this Agreement and are at prices upon fair and on reasonable terms and conditions not no less favorable to it than it would obtain in a comparable arm’s length transaction with a Person not an Affiliate, provided that the Borrower or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third partiesrestrictions set forth in this Section 9.13 shall not apply to (a) Investments permitted by Section 9.05, (iib) the execution and delivery of any Loan Document, (c) the Services Agreement and transactions and payments of Cost Reimbursements thereunder, (d) transactions between or among the Loan Parties not involving any other Affiliatelisted on Schedule 9.13, (iiie) advancespayments made pursuant to Section 9.04(a) or otherwise expressly permitted under this Agreement, equity issuances, repurchases, retirements or other acquisitions or retirements (f) the issuance and sale of Equity Interests and other Restricted Payments permitted under Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 in the Parent and any other transaction involving amendments to the terms of any Equity Interests issued by the Parent (excluding in each case any such Equity Interests that would be, or any amendments that would cause any such Equity Interests to become, Disqualified Capital Stock), and (g) the issuance and transfer of Equity Interests by the Borrower in connection with the Celero Acquisition or a Qualifying IPO and any amendments made in connection with the Restricted Subsidiaries permitted under Section 6.03 Celero Acquisition or a Qualifying IPO to the extent such transaction is between terms of any Equity Interests issued by the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (to the extent excluding in each case any such transaction is not required to be for fair value thereunder)Equity Interests that would be, (iv) the payment of reasonable fees to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdingsamendments that would cause any such Equity Interests to become, the Borrower or any Restricted Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers, consultants or employees of Holdings, the Borrower or the Restricted Subsidiaries in the ordinary course of business, (v) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (vi) employment and severance arrangements entered into in the ordinary course of business between Holdings, the Borrower or any Restricted Subsidiary and any employee thereof and approved by the Borrower’s board of directorsDisqualified Capital Stock).

Transactions with Affiliates. Neither Holdings nor the Borrower willNo Credit Party shall, nor will they and no Credit Party shall permit any Restricted Subsidiary of its Subsidiaries to, sellenter into or cause or permit to exist any arrangement, lease transaction or otherwise transfer any assets to, or contract (including for the purchase, lease or otherwise acquire exchange of property or the rendering of services) with any assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 with, any of its Affiliates, Affiliate except (ia) transactions that are at prices on fair and on reasonable terms and conditions not no less favorable to the Borrower such Credit Party or such Restricted Subsidiary than it could be obtained on obtain in an arm’s-length basis from unrelated third parties, (ii) transactions between or among the Loan Parties transaction with a Person that is not involving any other an Affiliate, (iiib) advances, equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests and other Restricted Payments any transaction expressly permitted under Section 6.08 and investments9.03, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (to the extent such transaction is not required to be for fair value thereunder9.05(d), Section 9.05(g), Section 9.05(j), Section 9.05(r), Section 9.05(v), Section 9.05(w), Section 9.05(y) or Section 9.06, (ivc) the payment of reasonable customary fees to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit indemnifications of, directors, officers, consultants or and employees of Holdingsthe Credit Parties and their respective Subsidiaries, (d) the Borrower or payment of reasonable and customary compensation and indemnification arrangements and benefit plans (including, without limitation, health, disability and insurance plans) for officers and employees of the Restricted Credit Parties and their respective Subsidiaries in the ordinary course of business, (ve) any issuances of securities or other paymentsarrangements, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options transactions and stock ownership plans approved contracts consented to by the Borrower’s board of directors and Administrative Agent, (vif) employment agreements and severance arrangements entered into by a Credit Party or any of the Subsidiaries in the ordinary course of business, (g) capital contributions by Parent or any of its Subsidiaries to any Subsidiary, to the extent otherwise permitted hereunder, (h) payments of loans (or cancellations of loans) to employees that are (A) approved by a majority of the board of directors (or other governing body) of the applicable Credit Party in good faith, (B) made in compliance with applicable law, and (C) otherwise permitted under this Agreement, (i) arrangements, transactions or contracts among the Credit Parties, their Subsidiaries, (j) the Transactions, (k) the non-exclusive licensing of patents, trademarks, software, know-how, copyrights or other intellectual property rights in the ordinary course of business between Holdingsto permit the commercial exploitation of intellectual property rights, (l) payments to or from, and transactions with, joint ventures, in the Borrower ordinary course of business, in each case to the extent otherwise permitted under Section 9.05 and (m) arrangements, transactions or any Restricted Subsidiary and any employee thereof and approved by the Borrower’s board of directorscontracts set forth on Schedule 9.09.

Transactions with Affiliates. Neither Holdings nor the Borrower willThe Parent Entity will not, nor and will they not permit any of its Restricted Subsidiary Subsidiaries to, sell, lease or otherwise transfer any assets Property to, or purchase, lease or otherwise acquire any assets Property from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 with, any of its Affiliates, in each case involving aggregate consideration with a Fair Market Value in excess of $2,000,000 (any such transaction, an “Affiliate Transaction”), except (ia) transactions that are at prices and on terms and conditions not less substantially as favorable to the Borrower Parent Entity or such Restricted Subsidiary than (in the good faith determination of the Parent Entity) as could reasonably be obtained on an arm’s-length basis from unrelated third parties, (iib) transactions between or among (i) the Loan Parties Parent Entity and/or its Restricted Subsidiaries and (ii) the Parent Entity and/or its Restricted Subsidiaries and any entity that becomes a Restricted Subsidiary as a result of such transaction so long as such transaction does not involving involve any other Affiliate, (iii) advances, equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests and other Restricted Payments permitted under Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (to the extent such transaction is not required to be for fair value thereunder), (ivc) the payment of reasonable fees to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, and customary compensation and employee benefit arrangements paid benefits and reimbursements of out-of-pocket costs to, and indemnities provided for the benefit provision of indemnity on behalf of, directors, officers, consultants, employees and members of the boards of directors of the Parent Entity or such Restricted Subsidiary, (d) loans and advances to officers, directors, consultants or and employees of Holdings, the Borrower or the Restricted Subsidiaries in the ordinary course of business, (ve) any issuances of securities Restricted Payments and other payments permitted under Section 6.04 or other payments6.06, awards or grants in cash(f) employment, securities or otherwise pursuant toincentive, or the funding ofbenefit, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (vi) employment consulting and severance arrangements entered into in the ordinary course of business between Holdingswith officers, directors, consultants and employees of the Borrower Parent Entity or its Restricted Subsidiaries, (g) the transactions pursuant to the agreements set forth in Schedule 6.07 or described in the Form 10 or in each case any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect, (h) the Transactions and the payment of fees and expenses related to the Transactions, (i) the issuance of Qualified Equity Interests and the granting of registration or other customary rights in connection therewith, (j) the existence of, and the performance by the Parent Entity or any Restricted Subsidiary of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Effective Date and which is set forth on Schedule 6.07, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Parent Entity or any Restricted Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Effective Date shall only be permitted by this Section 6.07(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of Parent) than any of such documents and agreements as in effect on the Effective Date, (k) consulting services to joint ventures in the ordinary course of business and any employee thereof other transactions between or among the Parent Entity, its Restricted Subsidiaries and approved joint ventures that are Affiliates of the Parent Entity solely as a result of the Parent Entity’s or a Restricted Subsidiary’s Investments therein in the ordinary course of business, (l) transactions with landlords, customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and not otherwise prohibited by the Borrower’s board of directorsthis Agreement and (m) any Affiliate Transaction made during a Covenant Suspension Period.

Transactions with Affiliates. Neither Holdings nor None of the Borrower Borrowers will, nor will they permit any Restricted Subsidiary to, sell, lease or otherwise transfer any assets to, or purchase, lease or otherwise acquire any assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 5,000,000 with, any of its Affiliates, except (i) transactions that are at prices and on terms and conditions not less favorable to the applicable Borrower or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (ii) transactions between or among the Loan Parties not involving any other Affiliate, (iii) advances, equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests and other Restricted Payments permitted under Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower Borrowers and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the a Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (including, for the avoidance of doubt, Section 6.05(b)) (to the extent such transaction is not required to be for fair value thereunder), (iv) the payment of reasonable fees to directors of Holdings, the any Borrower or any Restricted Subsidiary who are not employees of Holdings, the any Borrower or any Restricted Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers, consultants or employees of Holdings, the Borrower Borrowers or the Restricted Subsidiaries in the ordinary course of business, (v) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s Borrowers’ board of directors and (vi) employment and severance arrangements entered into in the ordinary course of business between Holdings, the any Borrower or any Restricted Subsidiary and any employee thereof and approved by the a Borrower’s board of directors.

Transactions with Affiliates. Neither Holdings nor the Borrower willEnter into any transaction, nor will they permit including any Restricted Subsidiary topurchase, sellsale, lease or exchange of property, the rendering of any service or the payment of any management, advisory or similar fees, with any Affiliate (other than the Borrower or any Subsidiary Guarantor) unless such transaction is (a) otherwise transfer any assets topermitted under this Agreement, or purchase(b) in the ordinary course of business of the relevant Group Member, lease or otherwise acquire any assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 with, any of its Affiliates, except and (ic) transactions that are at prices upon fair and on reasonable terms and conditions not no less favorable to the Borrower or such Restricted Subsidiary relevant Group Member than could be obtained on it would obtain in a comparable arm’s length transaction with a Person that is not an arm’s-length basis from unrelated third partiesAffiliate; provided, that the foregoing restriction in clause (iib) shall not apply to: (i) transactions between or among the Loan Parties not involving any other Affiliate, Parties; (iiiii) advances, equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests and other Restricted Payments transactions permitted under Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 7.6; (to the extent such transaction is not required to be for fair value thereunder), (iviii) the payment of reasonable customary directors’ or managers’ fees and indemnification and reimbursement of expenses to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officersmanagers, consultants officers or employees of Holdings, the Borrower or the Restricted Subsidiaries in the ordinary course of business, employees; (viv) any issuances issuance of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans (including the Borrower’s profits interests plan and phantom profits interests plan) approved by the Borrower’s board Board of directors and Directors; (viv) employment and severance arrangements entered into in the ordinary course of business between Holdings, the Borrower or any Restricted Subsidiary and any employee thereof and and, to the extent entered into after the Closing Date, approved by the Borrower’s board Board of directorsDirectors; (vi) intercompany transactions undertaken in good faith (as certified by a Responsible Officer of the Borrower) for the purpose of improving the consolidated tax efficiency of the Group Members; (vii) the payment of management, advisory, structuring, administrative and similar fees in the ordinary course of business and consistent with past practice; (viii) reimbursement of out-of-pocket expenses of the Permitted Investors’ tax manager pursuant to the Borrower’s Limited Liability Company Agreement not exceeding $385,000 in any fiscal year of the Borrower; (ix) issuances of Capital Stock and other equity interests of the Borrower not constituting a Change in Control; (x) Investments permitted under Section 7.8(d), Section 7.8(n) or Section 7.8(o); (xi) Tax distributions to be paid to Permitted Investors in connection with the 2012 transition and spin-off of the Borrower, as in effect on the Closing Date; (xii) prepayment of the Existing Debt on the Closing Date; and (xiii) transactions in existence on the Closing Date and listed on Schedule 7.10.

Transactions with Affiliates. (a) Neither Holdings nor the Borrower will, nor will they permit any Restricted Subsidiary to, sell, lease or otherwise transfer any assets to, or purchase, lease or otherwise acquire any assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 with, any of its Affiliates, except (i) transactions that are at prices and on terms and conditions not less favorable to the Borrower or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (ii) transactions between or among the Loan Parties not involving any other Affiliate, (iii) advances, equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests and other Restricted Payments permitted under Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (to the extent such transaction is not required to be for fair value thereunder), (iv) any contribution to the capital of Holdings by the Permitted Holders or any purchase of Equity Interests in Holdings by the Permitted Holders not prohibited by this Agreement, (v) the payment of reasonable fees to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers, consultants or employees of Holdings, the Borrower or the Restricted Subsidiaries in the ordinary course of business, (vvi) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors (including, without limitation, in connection with the Effective Date Dividend) and (vivii) employment and severance arrangements entered into in the ordinary course of business between Holdings, the Borrower or any Restricted Subsidiary and any employee thereof and approved by the Borrower’s board of directors. (b) Neither Holdings nor the Borrower will, nor will they permit any Subsidiary to, make any payment of or on account of monitoring or management or similar fees to the Sponsor in an aggregate amount in any fiscal year in excess of $3,000,000.

Transactions with Affiliates. Neither Holdings nor the Each Borrower willwill not, nor and will they not permit any of its Restricted Subsidiary Subsidiaries to, sell, lease : (a) sell or otherwise transfer any property or assets to, or purchase, lease purchase or otherwise acquire any property or assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 transaction with, any of its Affiliates, except unless such transaction is (i) transactions that are at prices and on otherwise expressly permitted (or required) with such Affiliates or holders under this Agreement or (ii) upon terms and conditions not no less favorable to the Dutch Borrower or such Restricted Subsidiary Subsidiary, as applicable, than could would be obtained on an in a comparable arm’s-length basis from unrelated third partiestransaction with a Person that is not an Affiliate; provided that this clause (a)(ii) shall not apply to the payment to any Permitted Holder of the monitoring and management and transaction fees and expenses referred to in paragraph (b) below or fees and expenses payable on the Effective Date. Notwithstanding the foregoing, (ii) transactions between or among the Loan Parties not involving any other Affiliate, (iii) advances, equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests and other Restricted Payments permitted under Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between otherwise permitted under this Agreement, none of the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and following shall be prohibited by this Section 6.05 6.07(a): (to the extent such transaction is not required to be for fair value thereunder), (iv) the payment of reasonable fees to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers, consultants or employees of Holdings, the Borrower or the Restricted Subsidiaries in the ordinary course of business, (vi) any issuances issuance of securities securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, equity purchase agreements, deferred compensation agreements, stock options and stock ownership plans or similar employee benefit plans approved by the Board of Directors of the Dutch Borrower’s board ; (ii) loans or advances to employees of directors the Dutch Borrower or any of the Restricted Subsidiaries in accordance with Section 6.04(e); (iii) transactions among the Dutch Borrower and the Restricted Subsidiaries and transactions among the Restricted Subsidiaries; (iv) the payment of fees and indemnities to directors, officers, employees and consultants of the Dutch Borrower and the Restricted Subsidiaries in the ordinary course of business; (v) [Reserved]; (vi) transactions set forth in the Agreed Structure Memorandum and the payment of all fees and expenses related to the Transactions, as described herein or contemplated by the Agreed Structure Memorandum; (vii) any employment agreements entered into by the Dutch Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (viii) transactions permitted by, and severance arrangements complying with the provisions of, Section 6.05; (ix) transactions permitted by, and complying with the provisions of, Section 6.06; (x) any purchase by any Permitted Holder or any director, officer, employee or consultant of the Dutch Borrower of Equity Interests of the Dutch Borrower; (xi) provided no Event of Default shall have occurred and be continuing or would result therefrom, payments by the Dutch Borrower or any of the Restricted Subsidiaries to any Permitted Holder made for any customary financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including in connection with acquisitions or divestitures, which payments are approved by the majority of the Board of Directors of the Dutch Borrower, in good faith; (xii) payments or loans (or cancellation of loans) to employees or consultants that are (A) made in the ordinary course of business of the Dutch Borrower and (B) otherwise permitted under this Agreement; (xiii) transactions with Wholly Owned Subsidiaries for the purchase or sale of goods, products, parts and services entered into in the ordinary course of business between Holdingsin a manner consistent with past practice; (xiv) any transaction in respect of which the Dutch Borrower delivers to the Administrative Agent (for delivery to the Lenders) a letter addressed to the Board of Directors of the Dutch Borrower from an accounting, appraisal or investment banking firm, in each case of nationally recognized standing that is (A) in the good faith determination of the Dutch Borrower qualified to render such letter and (B) reasonably satisfactory to the Administrative Agent, which letter states that such transaction is on terms that are no less favorable to the Dutch Borrower or such Restricted Subsidiary, as applicable, than would be obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate; (xv) subject to paragraph (b) below, the payment of any fees to any Permitted Holder to the extent contemplated by the Agreed Structure Memorandum or as otherwise permitted by Section 6.07(b); (xvi) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement that are fair to the Dutch Borrower or the Restricted Subsidiaries; (xvii) transactions with joint ventures for the purchase or sale of goods, equipment and services entered into in the ordinary course of business and in a manner consistent with past practice; (xviii) [Reserved]; (xix) transactions between the Dutch Borrower or any of its Restricted Subsidiaries and any Person that is an Affiliate solely by virtue of having a director who is also a director of the Dutch Borrower or any direct or indirect parent company of the Dutch Borrower, provided, however, that such director abstains from voting as a director of the Dutch Borrower or such direct or indirect parent company, as the case may be, on any matter involving such other Person; (xx) intercompany transactions for the purpose of improving the consolidated tax efficiency of the Dutch Borrower and the Restricted Subsidiaries; (xxi) the termination of management agreements and payments in connection therewith at the net present value of future payments; (xxii) [Reserved]; (xxiii) entering into tax sharing agreements or arrangements approved by the Board of Directors of the Dutch Borrower; (xxiv) any agreements or arrangements between a third party and an Affiliate of the Dutch Borrower that are acquired or assumed by the Dutch Borrower or any Restricted Subsidiary in connection with an acquisition or merger of such third party (or assets of such third party) by or with the Dutch Borrower or any Restricted Subsidiary; provided that (A) such acquisition or merger is permitted under this Agreement and (B) such agreements or arrangements are not entered into in contemplation of such acquisition or merger or otherwise for the purpose of avoiding the restrictions imposed by this Section 6.07; and (xxv) any employee thereof and approved contribution to the capital of the Dutch Borrower by the Borrower’s board of directorsits equityholders.

Transactions with Affiliates. Neither Holdings nor the Borrower willEnter into, nor will they permit any Restricted Subsidiary to, sell, lease directly or otherwise transfer any assets to, or purchase, lease or otherwise acquire any assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 withindirectly, any transaction or series of its Affiliatesrelated transactions, except (i) transactions that are at prices and on terms and conditions whether or not less favorable to the Borrower or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (ii) transactions between or among the Loan Parties not involving any other Affiliate, (iii) advances, equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests and other Restricted Payments permitted under Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (to the extent such transaction is not required to be for fair value thereunder), (iv) the payment of reasonable fees to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers, consultants or employees of Holdings, the Borrower or the Restricted Subsidiaries in the ordinary course of business, with any Affiliate of any Company (vother than between or among the Borrower and any Loan Party), other than any transaction or series of related transactions on terms and conditions at least as favorable to such Company as would reasonably be obtained by such Company at that time in a comparable arm’s-length transaction with a person other than an Affiliate, except that the following shall be permitted: (a) any issuances of securities or Dividends permitted by Section 6.07; (b) Investments permitted by Sections 6.04(e), (f) and (m); (c) reasonable and customary director, officer and employee compensation (including bonuses) and other paymentsbenefits (including retirement, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreementshealth, stock options option and stock ownership plans other benefit plans) and indemnification arrangements, in each case approved by the Board of Directors of the Borrower’s board ; (d) transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of directors goods and (vi) employment and severance arrangements entered into services, in each case in the ordinary course of business between Holdings, and otherwise not prohibited by the Loan Documents; (e) sales of Qualified Capital Stock of the Borrower to Affiliates of the Borrower not otherwise prohibited by the Loan Documents and the granting of registration and other customary rights in connection therewith; (f) any transaction with an Affiliate where the only consideration paid by any Loan Party is Qualified Capital Stock of the Borrower; (g) the Transactions as contemplated by the Transaction Documents, including (i) a conveyance, transfer or assignment of the North Yard and the West Yard to Sunoco or any Restricted Subsidiary nominee of Sunoco and (ii) the sale of the North Yard and the Other Logistics Assets to any third party (other than, for the avoidance of doubt, any such sale to an Affiliate Transferee otherwise permitted under this Agreement), subject, in the case of subclause (ii) only, to Section 2.10(c); (h) transactions with any person that becomes a Loan Party as a result of such transaction; (i) the issuance of Equity Interests to any officer, director, employee or consultant of the Companies or any direct or indirect parent of the Borrower to the extent permitted by Section 6.01(l); (j) Investments, loans and other transactions by the Borrower and its Subsidiaries to the extent permitted under this Article VI; (k) employment and severance arrangements between any of the Companies and their respective officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements; (l) payments by any of the Companies (and any employee thereof direct or indirect parent thereof) pursuant to any tax sharing agreements on customary terms to the extent attributable to the ownership or operation of the Companies; (m) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, current and former directors, officers, employees and consultants of any of the Companies or any direct or indirect parent of the Companies in the ordinary course of business to the extent attributable to the ownership or operation of the Companies; (n) to the extent not included in Schedule 6.08 customary payments by the Companies to the Sponsor made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures), which payments are approved by the Borrower’s person making such payment in good faith; provided, that (i) no Default or Event of Default shall have occurred and be continuing, or shall result therefrom and (ii) such payments shall not exceed $1,000,000 in the aggregate during any fiscal year; (o) existing transactions as set forth on Schedule 6.08; (p) (i) any conveyance, lease, sale, assignment, transfer or other disposition of the North Yard Assets, the Other Logistics Assets and the Butane Rail Facility to an Affiliate Transferee or (ii) transactions and agreements with an Affiliate Transferee or its Subsidiaries so long as such agreements contain arms-length terms as determined by the board of directorsmanagers of the Borrower in good faith, taking into account the terms of similar agreements entered into between Affiliates engaged in similar transactions; (q) any conveyance, sale, assignment, transfer or other disposition of PESA to an Affiliate Transferee, so long as PESA does not own any material portion of the Refinery; and (r) any transactions undertaken pursuant the Supply and Offtake Documents.

Transactions with Affiliates. Neither Holdings nor the Borrower willExcept as otherwise expressly permitted hereunder and except as set forth on Schedule 6.09, nor will they permit any Restricted Subsidiary toenter into, sell, lease directly or otherwise transfer any assets to, or purchase, lease or otherwise acquire any assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 withindirectly, any transaction or series of its Affiliatesrelated transactions, except (i) transactions that are at prices and on terms and conditions whether or not less favorable to the Borrower or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (ii) transactions between or among the Loan Parties not involving any other Affiliate, (iii) advances, equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests and other Restricted Payments permitted under Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (to the extent such transaction is not required to be for fair value thereunder), (iv) the payment of reasonable fees to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers, consultants or employees of Holdings, the Borrower or the Restricted Subsidiaries in the ordinary course of business, with any Affiliate of any Company (vother than between or among Borrower and one or more Subsidiary Guarantors), other than on terms and conditions at least as favorable to such Company as would reasonably be obtained by such Company at that time in a comparable arm’s-length transaction with a Person other than an Affiliate, except that the following shall be permitted: (a) any issuances of securities or Dividends permitted by Section 6.08; (b) (x) Liens granted pursuant to Section 6.02(w), (y) intercompany Investments permitted by Section 6.04 and Indebtedness resulting therefrom permitted under Section 6.01, and (z) intercompany dispositions permitted under Section 6.06; (c) director, officer and employee compensation (including bonuses) and other paymentsbenefits (including retirement, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreementshealth, stock options option and stock ownership plans other benefit plans) and indemnification arrangements, in each case approved by the Board of Directors of Borrower or the applicable Subsidiary of Borrower’s board ; (d) transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of directors goods and (vi) employment and severance arrangements entered into services, in each case in the ordinary course of business between Holdingsand otherwise not prohibited by the Loan Documents; (e) loans and advances permitted by Section 6.04(e); (f) a disposition permitted by Section 6.06(q); (g) transactions among Subsidiaries that are not Subsidiary Guarantors; (h) any transaction with an Affiliate where the only consideration paid by any Loan Party is Qualified Capital Stock of Borrower; (i) payment of reasonable directors fees and customary indemnification agreements with directors, members, officers and employees of Borrower and its Subsidiaries and reasonable out-of-pocket costs of such Persons may be reimbursed; (j) agreements relating to Intellectual Property not interfering in any material respect with the Borrower ordinary conduct of business of or the value of such Intellectual Property to such Company; (k) any Restricted Subsidiary other agreement, arrangement or transaction as in effect on the date hereof and listed on Schedule 6.09, and any employee thereof amendment or modification thereto, and approved the performance of obligations thereunder, so long as such amendment or modification is not materially adverse to the interests of the Lenders; and (l) the Transactions as contemplated by the Borrower’s board of directorsLoan Documents. ; provided that, in no event shall any transaction described above which results in a Change in Control be permitted by this Section 6.09.

Transactions with Affiliates. Neither Holdings nor the Borrower willExcept as otherwise expressly permitted hereunder and except as set forth on Schedule 6.09, nor will they permit any Restricted Subsidiary toenter into, sell, lease directly or otherwise transfer any assets to, or purchase, lease or otherwise acquire any assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 withindirectly, any transaction or series of its Affiliatesrelated transactions, except (i) transactions that are at prices and on terms and conditions whether or not less favorable to the Borrower or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (ii) transactions between or among the Loan Parties not involving any other Affiliate, (iii) advances, equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests and other Restricted Payments permitted under Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (to the extent such transaction is not required to be for fair value thereunder), (iv) the payment of reasonable fees to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers, consultants or employees of Holdings, the Borrower or the Restricted Subsidiaries in the ordinary course of business, with any Affiliate of any Company (vother than between or among Borrower and one or more Subsidiary Guarantors), other than on terms and conditions at least as favorable to such Company as would reasonably be obtained by such Company at that time in a comparable arm’s-length transaction with a Person other than an Affiliate, except that the following shall be permitted: (a) any issuances of securities or Dividends permitted by Section 6.08; (b) (x) Liens granted pursuant to Section 6.02(w), (y) intercompany Investments permitted by Section 6.04 and Indebtedness resulting therefrom permitted under Section 6.01, and (z) intercompany dispositions permitted under Section 6.06; (c) director, officer and employee compensation (including bonuses) and other paymentsbenefits (including retirement, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreementshealth, stock options option and stock ownership plans other benefit plans) and indemnification arrangements, in each case approved by the Board of Directors of Borrower or the applicable Subsidiary of Borrower’s board ; (d) transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of directors goods and (vi) employment and severance arrangements entered into services, in each case in the ordinary course of business between Holdingsand otherwise not prohibited by the Loan Documents; (e) loans and advances permitted by Section 6.04(e); (f) a disposition permitted by Section 6.06(q); (g) transactions among Subsidiaries that are not Subsidiary Guarantors; (h) any transaction with an Affiliate where the only consideration paid by any Loan Party is Qualified Capital Stock of Borrower; (i) payment of reasonable directors fees and customary indemnification agreements with directors, members, officers and employees of Borrower and its Subsidiaries and reasonable out-of-pocket costs of such Persons may be reimbursed; (j) agreements relating to Intellectual Property not interfering in any material respect with the Borrower ordinary conduct of business of or the value of such Intellectual Property to such Company; (k) any Restricted Subsidiary other agreement, arrangement or transaction as in effect on the date hereof and listed on Schedule 6.09, and any employee thereof amendment or modification thereto, and approved the performance of obligations thereunder, so long as such amendment or modification is not materially adverse to the interests of the Lenders; and (l) the Transactions as contemplated by the Borrower’s board of directorsLoan Documents.

Transactions with Affiliates. Neither Holdings nor the Borrower will, nor will they permit any Restricted Subsidiary to, sell, lease (a) Sell or otherwise transfer any property or assets to, or purchase, lease purchase or otherwise acquire any property or assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 transaction with, any of its AffiliatesAffiliates or any known direct or indirect holder of 10% or more of any class of capital stock of CommNet, except unless such transaction is (i) transactions that are at prices otherwise permitted under this Agreement and on (ii) upon terms and conditions not no less favorable to CommNet or such Subsidiary, as the case may be, than it would obtain in a comparable arm's-length transaction with a person that was not an Affiliate; provided that the foregoing restriction shall not apply to (A) the payment to the Fund and/or any Fund Affiliates of the monitoring and management fees referred to in paragraph (c) below or fees payable on the Closing Date, (B) the indemnification of directors of CommNet and the Subsidiaries in accordance with customary practice or (C) the management and other operating agreements between CommNet and the Downstream Affiliates entered into on customary terms and conditions. (b) The foregoing paragraph (a) shall not prohibit, to the extent otherwise permitted under this Agreement, (i) loans or advances to employees of CommNet, the 102 Borrower or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third partiesany Controlled Downstream Affiliate in accordance with Section 6.04(e), (ii) transactions between or among the Loan Parties not involving CommNet and any other AffiliateDownstream Affiliate otherwise permitted by this Agreement, (iii) advances, equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests and other Restricted Payments permitted under Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (to the extent such transaction is not required to be for fair value thereunder), (iv) the payment of reasonable fees and indemnities to directors of Holdingsdirectors, the Borrower or any Restricted Subsidiary who are not officers and employees of Holdings, the Borrower or CommNet and any Restricted Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers, consultants or employees of Holdings, the Borrower or the Restricted Subsidiaries Controlled Downstream Affiliate in the ordinary course of business, (iv) transactions pursuant to permitted agreements in existence on the Closing Date and set forth on Schedule 6.07, (v) any issuances employment agreements entered into by CommNet or any Controlled Downstream Affiliate in the ordinary course of securities business, (vi) dividends and repurchases permitted under Section 6.06, (vii) any purchase by the Participants of Capital Stock of CommNet, or any contribution by the Participants to the equity capital of CommNet, (viii) the payment of investment banking fees to The Blackstone Group and its affiliates to the extent such fees are no greater than the investment banking fees that a third party could have obtained for the same services after negotiation at arm's-length, and (ix) any reasonable issuance of securities, or other reasonable payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreementsarrangements, employee or director stock options and employee or director stock ownership plans approved by the Borrower’s board Board of directors Directors of CommNet. (c) Make any payment of or on account of monitoring or management fees payable to the Fund and/or any Fund Affiliates if a Default or Event of Default shall have occurred and (vi) employment be continuing or would result therefrom; provided that the aggregate amount of monitoring and severance arrangements entered into management fees paid or payable to the Fund and Fund Affiliates in any fiscal year shall not exceed $500,000 for 1997, $525,000 for 1998 and for any year subsequent to 1998 an amount equal to 105% of the maximum allowable aggregate monitoring and management fee for the immediately preceding year; provided that in the ordinary course event that the maximum amount allowable for such monitoring and management fee (without giving effect to this proviso) is not paid in any such year (the "Fee Shortfall") the maximum amount allowable for such monitoring and management fee for the following year shall be an amount equal to 105% of business between Holdings, the Borrower or any Restricted Subsidiary maximum allowable aggregate monitoring and any employee thereof and approved by management fee for such preceding year plus the Borrower’s board of directorsFee Shortfall.

Transactions with Affiliates. Neither Holdings nor the Borrower will, nor will they permit any Restricted Subsidiary to, sell, lease or otherwise transfer any assets to, or purchase, lease or otherwise acquire any assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 with, any of its Affiliates, except (i) transactions that are at prices and on terms and conditions not less favorable to Holdings, the Borrower or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (ii) transactions between or among the Loan Parties not involving any other Affiliate, (iii) advancestransactions between or among Subsidiaries that are not Loan Parties not involving any other Affiliate, equity issuances(iv) loans or advances to employees permitted under Section 6.04, repurchases, retirements (v) any contribution to the capital of Holdings by General Atlantic or other acquisitions or retirements any purchase of Equity Interests and (other Restricted Payments permitted than Disqualified Equity Interests) in Holdings by General Atlantic not prohibited by this Agreement, including in connection with the exercise of Cure Rights under Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (to the extent such transaction is not required to be for fair value thereunder)7.02, (ivvi) the payment of reasonable fees to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, (vii) compensation, expense reimbursement and compensation and employee benefit arrangements paid toindemnification of, and indemnities provided for the benefit ofother employment arrangements (including severance arrangements) with, directors, officers, consultants or officers and employees of Holdings, the Borrower or the Restricted Subsidiaries any other Subsidiary entered into in the ordinary course of business, (vviii) any issuances Restricted Payment permitted by Section 6.08, (ix) sales of securities Equity Interests to Affiliates to the extent not prohibited under this Agreement; (x) raising of new equity for any Loan Party or Subsidiary with respect to the pricing of such equity in a transaction not otherwise prohibited under this Agreement; (xi) the Dividend; and (xii) any payments or other paymentstransactions pursuant to any tax sharing agreement among the Loan Parties and their subsidiaries, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options provided that any such tax sharing agreement is on terms usual and stock ownership plans approved by the Borrower’s board customary for agreements of directors and (vi) employment and severance arrangements entered into in the ordinary course of business between Holdings, the Borrower or any Restricted Subsidiary and any employee thereof and approved by the Borrower’s board of directorsthat type.

Transactions with Affiliates. Neither Holdings nor the Such Borrower willwill not, nor and will they ---------------------------- not permit any Restricted Subsidiary to, sell, lease or otherwise transfer any assets to, or purchase, lease or otherwise acquire any assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 with, any of its Affiliates, except (i) transactions that are at prices and on terms and conditions not less favorable to the Borrower or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (ii) transactions between or among the Loan Parties not involving any other Affiliate, (iii) advances, equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests and other Restricted Payments permitted under Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (to the extent such transaction is not required to be for fair value thereunder), (iv) the payment of reasonable fees to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit ofenter into any transaction or series of related transactions, directors, officers, consultants whether or employees of Holdings, the Borrower or the Restricted Subsidiaries not in the ordinary course of business, with any Affiliate except that: (va) the Company may enter into transactions permitted by subsection 8.5(g); (b) the Company may pay customary and reasonable fees to any issuances directors of securities the Company who would not be Affiliates of the Company if they were not directors; (c) the Company and the Canadian Borrower shall be permitted to perform the Management Services Agreement; (d) the Company may make any Restricted Payment that is not prohibited by the provisions described under "Limitations on Restricted Payments" contained in Section 4.09 of the Senior Subordinated Notes Indenture and incorporated by reference in subsection 8.3, including, without limitation, the distributions or other paymentspayments permitted to be made to the Permitted Holders in the aggregate amount of up to US$700,000 in any one fiscal year and payments made to ▇▇▇ ▇. ▇▇▇▇▇▇, awards ▇▇. or grants his spouse pursuant to a pension obligation of the Company in cashthe annual amount of $96,000; or (e) the Company or any Subsidiary of the Company may pay customary investment banking, securities underwriting, placement agent or otherwise pursuant tofinancial advisor fees paid in connection with services rendered to the Company or any Subsidiary of the Company; (f) the Company may enter into any transaction, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board Board of directors and (vi) employment and severance arrangements Directors of the Company in good faith, with an officer, director, employee or consultant of the Company or of any Subsidiary in his or her capacity as an officer, director, employee or consultant entered into in the ordinary course of business between Holdingsbusiness, including compensation, indemnity and employee benefit arrangements with any officer, director, employee or consultant of the Borrower Company or of any Restricted Subsidiary Subsidiary; (g) the Company may enter into transactions creating Permitted Intercompany Indebtedness; and (h) the Company may make rental or lease payments and perform its obligations under existing leases with Affiliates in accordance with the terms thereof; provided, however, that the Company and its Subsidiaries may renew any employee thereof and approved by of the Borrower’s board -------- ------- existing Affiliate Contracts through either a renewal option or upon expiration of directorsan arrangement on substantially similar terms to those in effect immediately preceding such expiration.

Transactions with Affiliates. Neither Holdings nor the The Borrower willwill not, nor and will they not permit any Restricted Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 with, any of its Affiliates, except in each case with a fair market value in excess of the greater of (ix) $3,000,000 and (y) 5% of EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period (excluding the payment of the fees contemplated by Section 6.07(i)), except: (a) transactions that are at prices and on terms and conditions (taken as a whole) not materially less favorable to the Borrower or such Restricted Subsidiary and its Subsidiaries than could would reasonably be expected to be obtained on an arm’s-length basis from unrelated third parties, parties (iias reasonably determined by the Borrower); (b) transactions between or among the Loan Parties Borrower and its Subsidiaries (or any entity that becomes a Subsidiary as a result of such transaction) not involving any other Affiliate; (c) loans or advances to employees, (iii) advances, equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests officers and other Restricted Payments directors permitted under Section 6.08 6.04; (d) payroll, travel and investments, loans and similar advances to Restricted Subsidiaries cover matters permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 6.04; (to the extent such transaction is not required to be for fair value thereunder), (ive) the payment of reasonable fees and reimbursement of out-of-pocket expenses to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, and ; (f) compensation (including bonuses) and employee benefit arrangements paid to, and indemnities provided for the benefit of, and employment and severance arrangements entered into with, directors, officers, managers, consultants or employees of Holdings, the Borrower or the Restricted Subsidiaries any Subsidiary in the ordinary course of business, including in connection with the Transactions and any other transaction permitted hereunder; (vg) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved plans; (h) [reserved]; (i) any payment of fees and expenses in connection with the Transactions; (j) any Restricted Payment and payments on Indebtedness not prohibited by Section 6.06; (k) any transaction among or between one or more Loan Parties, the Borrower and/or any Parent Entity for the sharing of liabilities for taxes so long as the payments made pursuant to such transaction are made by and among the members of the Borrower’s board of directors “affiliated group” (as defined in the Code); provided that any payments by the Borrower and its Subsidiaries to the Borrower and/or the Parent Entity shall be permitted only to the extent permitted under Section 6.06(a)(iii)(B); (vil) employment transactions between and severance arrangements entered into among the Borrower and/or one or more Subsidiaries which are in the ordinary course of business and transactions between Holdings, the Borrower and/or one or more Subsidiaries and their direct or indirect shareholders in the ordinary course of business with respect to the Equity Interests in the Borrower or any Restricted Subsidiary Parent Entity, such as shareholder agreements, registration agreements and including providing expense reimbursement and indemnities in respect thereof; (m) the Transactions and compliance with the Organizational Documents of the Borrower and its Subsidiaries as in effect on the Closing Date; (n) [reserved]; (o) Affiliate repurchases of the Loans or Commitments to the extent permitted hereunder and the holding of such Loans or Commitments and the payments and other transactions contemplated herein in respect thereof; (p) transactions set forth on Schedule 6.07, as these agreements, arrangements and transactions may be amended, modified, supplemented, extended, renewed or refinanced from time to time in accordance with the other terms of this covenant or to the extent not more disadvantageous to the Secured Parties in any material respect (taken as a whole); (q) [reserved]; (r) sales of accounts receivable, or participations therein, or Securitization Assets or related assets in connection with any Qualified Securitization Facility and any employee thereof other transaction effected in connection with a Qualified Securitization Facility; (s) payments to or from, and approved transactions with, joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by the Borrower’s Borrower or one or more Subsidiaries in such joint venture) in the ordinary course of business; (t) loans and other transactions by and among the Borrower and its Subsidiaries to the extent not prohibited by Section 6.06 (other than Section 6.06(a)(x)); (u) transactions by the Borrower or one or more Subsidiaries with customers, managed or controlled investment funds, clients, joint venture partners, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement that are fair to the Borrower and its Subsidiaries, as determined in good faith by the board of directorsdirectors or the senior management of the relevant Person, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (v) any transaction between or among the Borrower and its Subsidiaries and any Affiliate of the Borrower and its Subsidiaries or a Joint Venture or similar entity that would constitute an Affiliate transaction solely because the Borrower and its Subsidiaries owns an equity interest in or otherwise controls such Affiliate, Joint Venture or similar entity; (w) transactions in which the Borrower or any Subsidiary, as the case may be, delivers to the Administrative Agent a letter from an independent financial advisor stating that such transaction is fair to the Borrower or such Subsidiary from a financial point of view or meets the requirements of clause (a) of this Section 6.07; (x) licenses of Intellectual Property; and (y) the payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to shareholders of the Borrower or any Parent Entity pursuant to the equity holders agreement, limited liability company agreement or the registration rights agreement entered into on or after the Closing Date.

Transactions with Affiliates. Neither Holdings nor the Borrower willEnter into any transaction, nor will they permit including any Restricted Subsidiary topurchase, sellsale, lease or otherwise transfer exchange of property, the rendering of any assets to, service or purchase, lease or otherwise acquire any assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 with, any of its Affiliates, except (i) transactions that are at prices and on terms and conditions not less favorable to the Borrower or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (ii) transactions between or among the Loan Parties not involving any other Affiliate, (iii) advances, equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests and other Restricted Payments permitted under Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (to the extent such transaction is not required to be for fair value thereunder), (iv) the payment of reasonable fees to directors of any management, advisory or similar fees, with any Affiliate (other than Holdings, the Borrower or any Wholly Owned Subsidiary) unless such transaction is (i) otherwise permitted under this Agreement, (ii) in the ordinary course of business of the relevant Group Member and (iii) upon fair and reasonable terms not materially less favorable to the relevant Group Member, than it would obtain in an arm’s length transaction with a Person that is not an Affiliate. Notwithstanding the foregoing, the Borrower and its Subsidiaries may do the following: (a) Restricted Subsidiary who are not employees Payments may be made to the extent permitted by Section 7.6; (b) loans may be made and other transactions may be entered into by the Borrower and its Subsidiaries to the extent permitted by Sections 7.2, 7.4, 7.5 and 7.8; (c) customary fees and indemnifications may be paid to directors of any Parent, Holdings, the Borrower or any Restricted Subsidiaryand its Subsidiaries; (d) the Borrower and its Subsidiaries may enter into, and compensation may make payments under, employment agreements, employee benefits plans, stock option plans, indemnification provisions and employee benefit other similar compensatory arrangements paid to, and indemnities provided for the benefit of, directors, with officers, consultants or employees and directors of any Parent, Holdings, the Borrower or the Restricted and its Subsidiaries in the ordinary course of business, ; (ve) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (vi) employment and severance arrangements entered into in the ordinary course of business between Holdings, the Borrower and its Subsidiaries may pay fees to the Sponsor pursuant to the terms of the Managements Agreements so long as no Default under Section 8(a) or (g) has occurred and is continuing and may perform their other obligations under the Management Agreements; and (f) the execution, delivery and performance of a tax sharing agreement with respect to any Restricted Subsidiary and any employee thereof and approved of the charges, taxes or assessments described in clause (B) of Section 7.6(c)(ii), to the extent that payments in connection with such tax sharing agreement are permitted by the Borrower’s board of directorsSection 7.6(c)(ii).

Transactions with Affiliates. Neither Holdings nor Except as otherwise permitted hereunder, enter into, directly or indirectly, any transaction or series of related transactions with a fair market value (as determined in good faith by the Borrower will, nor will they permit any Restricted Subsidiary to, sell, lease or otherwise transfer any assets to, or purchase, lease or otherwise acquire any assets from, or otherwise engage in any other transactions involving aggregate consideration Issuer) in excess of the greater of $500,000 with, any 5,000,000 and five percent (5%) of its Affiliates, except (i) transactions that are at prices and on terms and conditions not less favorable to the Borrower or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (ii) transactions between or among the Loan Parties not involving any other Affiliate, (iii) advances, equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests and other Restricted Payments permitted under Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (to the extent such transaction is not required to be for fair value thereunder), (iv) the payment of reasonable fees to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided Consolidated EBITDA for the benefit ofmost recently ended Test Period, directors, officers, consultants whether or employees of Holdings, the Borrower or the Restricted Subsidiaries not in the ordinary course of business, with any Affiliate of any Group Member (other than among the Issuer and any Guarantor or any entity that becomes a Subsidiary Guarantor as a result of such transactions), other than on terms and conditions at least as favorable to such Group Member (or, in the case of a transaction between a Note Party and a Subsidiary that is not a Note Party, such Note Party) as would reasonably be obtained by such Group Member at that time in a comparable arm’s-length transaction with a person other than an Affiliate (as reasonably determined by the Issuer): (a) (i) Dividends permitted by Section 6.06, (ii) Liens granted pursuant to Section 6.02, (iii) Investments permitted by Section 6.03 and Indebtedness resulting therefrom permitted under Section 6.01, (iv) transactions permitted by Section 6.04, (v) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors dispositions permitted under Section 6.05 and (vi) employment payments of Indebtedness permitted under Section 6.09; (b) director, officer and employee compensation (including bonuses) and other benefits (including, without limitation, retirement, health, incentive equity and other benefit plans) and expense reimbursement and indemnification arrangements and severance arrangements entered into agreements; (c) 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 between Holdingsand otherwise not prohibited by the Note Documents; (d) [reserved]; (e) any transaction with an Affiliate where the only consideration paid by any Note Party is Qualified Capital Stock of Issuer (or Equity Interests of a direct or indirect parent company of Issuer); (f) agreements relating to Intellectual Property not interfering in any material respect with the ordinary conduct of business of or the value of such Intellectual Property to such Group Member or materially impairing the security interest granted under the Security Agreement therein held by the Collateral Agent; (g) any other agreement, arrangement or transaction as in effect on the Borrower or any Restricted Subsidiary Closing Date and listed on Schedule 6.07, and any employee thereof amendment or modification with respect to such agreement, arrangement or transaction, and approved the performance of obligations thereunder, so long as such amendment or modification is not materially adverse to the interests of the Holders; (h) the Transactions as contemplated by the Borrower’s board Transaction Documents, including the payment of directorsany fees, costs or expenses related to such Transactions; (i) transactions among Issuer and/or any of its Restricted Subsidiaries that are permitted hereunder; and (j) transactions pursuant to transfer pricing or shared services agreements, advances with respect to which are permitted by Section 6.03(z).

Transactions with Affiliates. Neither Holdings nor the Borrower willDirectly or indirectly, nor will they permit purchase, acquire or lease any Restricted Subsidiary property from, or sell, transfer or lease any property to, sell, lease make any payment (including payments of management or otherwise transfer any assets consulting fees) to, or purchase, lease enter into any transaction or otherwise acquire any assets fromarrangement with, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 deal with, any of its AffiliatesAffiliate, except except, in each case to the extent not otherwise prohibited under this Agreement or any Other Document: (ia) transactions that which are at prices and on terms and conditions not less favorable to in the Borrower or such Restricted Subsidiary than could be obtained ordinary course of business, on an arm’s-length basis on terms and conditions no less favorable than terms and conditions which would have been obtainable from unrelated third partiesa Person other than an Affiliate, (iib) transactions between or among the Loan Credit Parties not involving any other AffiliateAffiliates, (iiic) advancesdividends or distributions permitted by Section 7.7, equity issuancesinvestments permitted by Section 7.4, repurchasesloans permitted by Sections 7.5 and 7.8, retirements or other acquisitions or retirements of Equity Interests mergers, dispositions and other Restricted Payments transactions permitted under by Section 6.08 7.1, guarantees permitted by Section 7.3 and investmentstransactions permitted by Section 7.12, loans and advances (d) any issuance of Capital Stock of Mammoth; (e) transactions provided for in or contemplated by the Transaction Documents, (f) arrangements with respect to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower procurement of services of directors, officers, independent contractors, consultants or employees in the ordinary course of business and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower payment of customary compensation (including bonuses) and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries other benefits (including retirement, health, stock option and Section 6.05 (to the extent such transaction is not required to be for fair value thereunder)other benefit plans) and reasonable reimbursement arrangements in connection therewith, (ivg) the payment of reasonable fees to directors of Holdingsfees, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, and compensation and employee benefit arrangements paid to, expenses and indemnities provided for the benefit of, to directors, officers, consultants or and employees of Holdings, the Borrower or Mammoth and the Restricted Subsidiaries in the ordinary course of business, business and otherwise permitted by Section 7.19; (vh) the payment of fees and expenses relating to the Transactions within five (5) Business Days of the Closing Date; (i) transactions with any issuances Affiliate in its capacity as a holder of securities Indebtedness or Capital Stock of Mammoth; provided that such Affiliate is treated the same as other payments, awards such holders of Indebtedness or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and Capital Stock; (vij) employment and severance arrangements entered into in the ordinary course of business between Holdings, the Borrower transactions for which Mammoth or any Restricted Subsidiary Subsidiary, as the case may be, obtains a favorable written opinion from a nationally recognized investment banking firm as to the fairness of the transaction to Mammoth and any employee thereof its Restricted Subsidiaries from a financial point of view; and approved (k) transactions provided for in or contemplated by the Borrower’s board Management Agreement. Notwithstanding the foregoing, the parties agree that not more than $20,000,000 may be distributed, advanced or otherwise made available from any Borrower to Sand Tiger at any one time including as proceeds of directorsAdvances hereunder.

Transactions with Affiliates. Neither Holdings nor the Borrower willExcept for transactions between or among Loan Parties, nor will they permit any Restricted Subsidiary to, sell, lease sell or otherwise transfer any property or assets to, or purchase, lease purchase or otherwise acquire any property or assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 with, any of its Affiliates, except (a) that Holdings or any Restricted Subsidiary may (i) engage in any of the foregoing transactions that are at prices and on upon terms and conditions not no less favorable to the Borrower Holdings or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, parties and (ii) transactions between in the case of a Restricted Subsidiary that is a Loan Party, make an Investment in any Affiliate that provides services to any Borrower or among its Restricted Subsidiaries; provided that (x) such Investment is made pursuant to Section 6.04(s) or (u) and is permitted thereby, and (y) the Loan Parties not involving any other Affiliateboard of directors of Holdings determines that such Investment is in the best interests of Holdings and the Restricted Subsidiaries, (iiib) advances, equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests and other Restricted Payments permitted under by Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (to the extent such transaction is not required to be for fair value thereunder6.06(a), (ivc) the indemnification of, and the payment of reasonable and customary fees to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit ofto, directors, officers, consultants or officers and employees of Holdings, the Borrower or Holdings and the Restricted Subsidiaries in the ordinary course of business, (d) Investments permitted by clauses (b), (d), (q) or (r) of Section 6.04, Investments in joint ventures and non-Loan Parties permitted by clauses (s), (u) or (v) of Section 6.04 and transfers permitted under Section 6.05 of work-in-process and products in the ordinary course of business among Holdings and its Subsidiaries in connection with the digital development of Intellectual Property owned by the Loan Parties, (e) (i) any issuances employment agreement entered into by Holdings or any Restricted Subsidiary in the ordinary course of securities business, (ii) any subscription agreement or similar agreement pertaining to the repurchase of Equity Interests pursuant to put/call rights or similar rights with employees, officers or directors, and (iii) any employee compensation, benefit plan or arrangement, any health, disability or similar insurance plan which covers employees, and any reasonable employment contract and transactions pursuant thereto, (f) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreementsarrangements, stock options and stock ownership plans approved by the Borrower’s board of directors and (vi) employment and severance arrangements entered into by Holdings or any Restricted Subsidiary in the ordinary course of business between and approved by the board of directors of Holdings or HMHP, (g) the existence of, or the performance by Holdings, any Borrower or any of the Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement or its equivalent with the stockholders of Holdings or any direct or indirect parent of a Borrower (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, (h) transactions by and among non-Loan Parties, (i) payments by Holdings, any Borrower or any Restricted Subsidiary and to an Affiliate for any employee thereof and financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including in connection with acquisitions or divestitures, which payments are approved by a majority of the Borrower’s members of the board of directorsdirectors of Holdings in good faith, (j) transactions with respect to which Holdings, the Borrowers or any Restricted Subsidiary, as the case may be, delivers a letter from an independent financial advisor addressed to the Lenders and the Administrative Agent stating that such transaction is fair to Holdings, the Borrowers or such Restricted Subsidiary from a financial point of view, (k) investments by Affiliates in securities or Indebtedness of Holdings or any Restricted Subsidiary so long as (i) the investment is being offered generally to other investors on the same or more favorable terms and (ii) the aggregate investment by Affiliates constitutes less than 50% of the proposed or outstanding issue amount of such class of securities or Indebtedness; (l) any transaction with an Affiliate in which the consideration paid by Holdings, the Borrowers or any Restricted Subsidiary consists only of Equity Interests of Holdings or any direct or indirect parent company of Holdings, and (m) any merger, consolidation or reorganization of Holdings with an Affiliate of Holdings not materially adverse to the interests of the Lenders and solely for the purpose of (i) forming or collapsing a holding company structure or (ii) reincorporating Holdings in a new jurisdiction.

Transactions with Affiliates. Neither Holdings nor the Borrower will, nor will they permit any Restricted Subsidiary to, sell, lease (a) Sell or otherwise transfer any property or assets to, or purchase, lease purchase or otherwise acquire any property or assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 transaction with, any of its Affiliates, except unless such transaction is (i) transactions that are at prices otherwise not prohibited by this Agreement, and on (ii) upon terms and conditions not no less favorable to the Borrower or such Restricted Subsidiary Subsidiary, as applicable, than could would be obtained on in a comparable arm’s length transaction with a person that is not an arm’s-length basis from unrelated third partiesAffiliate. (a) The foregoing paragraph (a) shall not prohibit, to the extent otherwise permitted under this Agreement: (i) transactions solely between or among any of the Borrower, any Subsidiary Loan Party (or any entity that becomes a Subsidiary Loan Party as a result of such transaction (including via merger, consolidation or amalgamation in which a Subsidiary Loan Party is the surviving entity)) and, to the extent permitted by Section 7.01, Holdings; (ii) transactions between or among the Loan Parties not involving any other Affiliate, [Reserved]; (iii) advances, equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests and other Restricted Payments permitted under Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (to the extent such transaction is not required to be for fair value thereunder), (iv) the payment of customary fees, reasonable fees out-of-pocket costs and customary indemnities to directors directors, officers, consultants and employees of Holdings, any Parent Entity, the Borrower or any Restricted Subsidiary who are in the ordinary course of business; (iv) transactions, agreements and arrangements in existence on the Amendment Two Effective Date and set forth on Schedule 6.07 or any amendment thereto to the extent such amendment is not employees of Holdings, adverse to the Agents or the Lenders in any material respect; (A) any employment agreements entered into by The Borrower or any Restricted Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers, consultants or employees of Holdings, the Borrower or the Restricted Subsidiaries Subsidiary in the ordinary course of business, and (vB) any issuances of securities employee compensation, benefit plan or other paymentsarrangement, awards any health, disability or grants similar insurance plan which covers employees, in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans any such case approved by the Board of Directors of the Borrower’s board of directors , and any reasonable and customary employment contract and transactions pursuant thereto; (vi) employment Restricted Payments permitted under Section 6.06, including any such Restricted Payments to Holdings (and severance arrangements entered into in any Parent Entity), and Investments permitted under Section 6.04; (vii) the ordinary course issuance, sale or transfer of business between Holdings, Equity Interests of the Borrower or any Restricted other direct Subsidiary of Holdings to Holdings and capital contributions by Holdings to the Borrower or any employee thereof such Subsidiary; (viii) payments by Holdings (or any Parent Entity), the Borrower and the Subsidiaries pursuant to a tax sharing agreement or arrangement (whether written or as a matter of practice) that complies with clause (iv) of Section 6.06(b); (ix) payments of loans (or cancellations of loans) to employees that are (A) approved by a majority of the Borrower’s board Board of directorsDirectors of the Borrower in good faith, (B) made in compliance with applicable law, and (C) otherwise permitted under this Agreement; (x) transactions permitted by, and complying with, the provisions of Section 6.05; (xi) Permitted Land Swaps; (xii) any transaction (or series of related transactions) involving aggregate consideration of less than $2.5 million; and (xiii) any transaction in respect of which the Borrower delivers to the Administrative Agent (for delivery to the Lenders) a letter addressed to the Board of Directors of the Borrower from an accounting, appraisal or investment banking firm, in each case of nationally recognized standing that is (A) in the good faith determination of the Borrower qualified to render such letter and (B) reasonably satisfactory to the Administrative Agent, which letter states that such transaction is on terms that are no less favorable to the Borrower or such Subsidiary, as applicable, than would be obtained in a comparable arm’s-length transaction with a person that is not an Affiliate.

Transactions with Affiliates. Neither Holdings nor the Borrower will, nor will they permit any Restricted Subsidiary to, sell, lease (a) Sell or otherwise transfer any property or assets to, or purchase, lease purchase or otherwise acquire any property or assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 transaction with, any of its Affiliates, except (i) transactions that are at prices and on unless such transaction is upon terms and conditions not no less favorable favorable, taken as a whole, to the Borrower or such Restricted Subsidiary Subsidiary, as applicable, than could would be obtained on an in a comparable arm’s-length basis from unrelated third parties, transaction with a Person that is not an Affiliate; provided that this clause (iia) transactions between shall not apply to the indemnification of directors (or among the Loan Parties not involving any other Affiliate, (iiipersons holding similar positions for non corporate entities) advances, equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests and other Restricted Payments permitted under Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower and the its Restricted Subsidiaries permitted under Section 6.03 in accordance with customary practice. (b) The foregoing paragraph (a) shall not prohibit, to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 otherwise permitted under this Agreement, (to the extent such transaction is not required to be for fair value thereunder), (iv) the payment of reasonable fees to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers, consultants or employees of Holdings, the Borrower or the Restricted Subsidiaries in the ordinary course of business, (vi) any issuances issuance of securities securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreementsarrangements, stock options and options, stock ownership plans, including restricted stock plans, stock grants, directed share programs and other equity based plans customarily maintained by similar companies and the granting and performance of registration rights approved by the Borrower’s board of directors of any Restricted Subsidiary, (ii) transactions among the Borrower and the other Loan Parties and transactions among the Restricted Subsidiaries that are not Loan Parties otherwise permitted by this Agreement, (viiii) employment and severance arrangements any indemnification agreement or any similar arrangement entered into with directors, officers, consultants and employees of the Borrower or any of its Affiliates in the ordinary course of business between Holdingsand the payment of fees and indemnities to directors, officers, consultants and employees of the Borrower and its Restricted Subsidiaries in the ordinary course of business, (iv) any employment agreement or employee benefit plan entered into by the Borrower or any Restricted Subsidiary of its Affiliates in the ordinary course of business or consistent with past practice and payments pursuant thereto, (v) transactions otherwise permitted under Section 6.05 and Investments permitted by Section 6.04; provided that this clause (v) shall not apply to any employee thereof and approved by the Borrower’s board of directors.Investment, whether direct or indirect, in either (x) Persons that were not Subsidiaries immediately prior to such Investment or (y) Persons that are not Subsidiaries immediately after such Investment,

Transactions with Affiliates. Neither Holdings nor Enter into any transaction of any kind with any Affiliate of the Borrower willParent, nor will they permit any Restricted Subsidiary to, sell, lease whether or otherwise transfer any assets to, or purchase, lease or otherwise acquire any assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 with, any of its Affiliates, except (i) transactions that are at prices and on terms and conditions not less favorable to the Borrower or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (ii) transactions between or among the Loan Parties not involving any other Affiliate, (iii) advances, equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests and other Restricted Payments permitted under Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (to the extent such transaction is not required to be for fair value thereunder), (iv) the payment of reasonable fees to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers, consultants or employees of Holdings, the Borrower or the Restricted Subsidiaries in the ordinary course of business, (v) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or than on fair and reasonable terms substantially as favorable to the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (vi) employment and severance arrangements entered into in the ordinary course of business between HoldingsParent, the Borrower or the applicable Subsidiary, as the case may be, as would be obtainable by the Parent, the Borrower or the applicable Subsidiary, as the case may be, at the time in a comparable arm’s length transaction with a Person other than an Affiliate; provided that the foregoing restriction shall not apply to (a) transactions between or among the Parent, the Borrower and/or their Subsidiaries and/or any other Person in which the Parent, the Borrower and/or their Subsidiaries owns an Equity Interest (provided that no Affiliate of the Parent or any Subsidiary, other than the Parent or a Subsidiary owns any Equity Interests in such other Person), (b) Restricted Payments permitted by Section 7.05, (c) Investments permitted by Section 7.02, (d) transactions in connection with any joint enterprise or other joint arrangement with any Affiliate if the Parent or relevant Subsidiary (as applicable) participates on a basis no less advantageous than the basis on which such Affiliate participates, (e) the payment or grant of reasonable compensation, benefits and indemnities to, and any other employment or severance arrangements with, any director, officer, employee thereof or agent of the Parent or any Subsidiary, (f) loans and approved other transactions by the Borrower’s board Parent, the Borrower and the Subsidiaries to the extent permitted under this Article 7 and (g) transactions and agreements in existence on the date hereof and listed on Schedule 7.07, transactions pursuant to such agreements, renewals, amendments, modifications and extensions of directorssuch agreements and transactions after the date hereof on terms that are substantially similar to the terms of such agreements.

Transactions with Affiliates. Neither Holdings nor the The Borrower willwill not, nor and will they not permit any Restricted Subsidiary of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 with, any of its Affiliates, except unless such transaction is (i) transactions that are at prices and on terms and conditions not less favorable to the Borrower or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third partiesparties (considering such transactions and all other related transactions as a whole), (ii) transactions approved by a majority of the disinterested members of the board of directors of the Borrower or (iii) between or among the Loan Parties not involving any other AffiliateBorrower and its Subsidiaries. Notwithstanding the foregoing, the Borrower may do the following: (iiiv) advancespay customary fees and indemnifications to directors of Borrower and its Subsidiaries; (x) enter into, equity issuancesand may make payments under, repurchasesemployment agreements, retirements or other acquisitions or retirements of Equity Interests employee benefits plans, stock option plans, indemnification provisions and other Restricted Payments permitted under Section 6.08 similar compensatory arrangements with officers, employees and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving directors of the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (to the extent such transaction is not required to be for fair value thereunder), (iv) the payment of reasonable fees to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers, consultants or employees of Holdings, the Borrower or the Restricted its Subsidiaries in the ordinary course of business, ; (vy) any issuances enter into or make payments under leases or subleases of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (vi) employment and severance arrangements entered into property in the ordinary course of business between Holdings, not materially interfering with the business of the Borrower or and the Subsidiaries taken as a whole; and (z) enter into any Restricted Subsidiary and any employee thereof and approved by transaction with an Affiliate where the only consideration paid consists of Equity Interests (other than Disqualified Equity Interests) of the Borrower’s board of directors.

Transactions with Affiliates. Neither Holdings nor the Borrower willEnter into, nor will they permit any Restricted Subsidiary to, sell, lease directly or otherwise transfer any assets to, or purchase, lease or otherwise acquire any assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 withindirectly, any transaction or series of its Affiliatesrelated transactions, except (i) transactions that are at prices and on terms and conditions whether or not less favorable to the Borrower or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (ii) transactions between or among the Loan Parties not involving any other Affiliate, (iii) advances, equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests and other Restricted Payments permitted under Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (to the extent such transaction is not required to be for fair value thereunder), (iv) the payment of reasonable fees to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers, consultants or employees of Holdings, the Borrower or the Restricted Subsidiaries in the ordinary course of business, with or for the benefit of any Affiliate of any Company (other than between or among Loan Parties), other than on terms and conditions at least as favorable to such Company as would reasonably be obtained by such Company at that time in a comparable arm’s-length transaction with a person other than an Affiliate, except that the following shall be permitted: 212 (a) Dividends permitted by Section 6.08; (b) Investments permitted by Section 6.04(d), (e), (h), (i), (l), (p), (s), (z), (aa), or (bb) and other Investments permitted under Section 6.04 in Restricted Subsidiaries and joint ventures; provided that any such joint venture is not owned by any Affiliate of Holdings except through the ownership of the Companies; (c) mergers, amalgamations and consolidations permitted by Section 6.05(c), (d), (e), (f) or (g), and Asset Sales permitted by Section 6.06(h)(iv) and (v) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to), or the funding of(m); (d) reasonable and customary director, employment agreementsofficer and employee compensation (including bonuses) and other benefits (including retirement, health, stock options option and stock ownership plans other benefit plans) and indemnification arrangements, in each case approved by the Borrower’s board Board of directors Directors of the Designated Company; (e) transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and (vi) employment and severance arrangements entered into services, in each case in the ordinary course of business between Holdingson terms not materially less favorable as might reasonably have been obtained at such time from a Person that is not an Affiliate of the Designated Company, the Borrower or any Restricted Subsidiary and any employee thereof and approved as determined in good faith by the Borrower’s board Designated Company, and otherwise not prohibited by the Loan Documents; (f) the existence of, and the performance by any Company of directors.its obligations under the terms of, any limited liability company, limited partnership or other Organizational Document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which has been disclosed in writing to the Administrative Agent as in effect on the Closing Date, and similar agreements that it may enter into thereafter, to the extent not more adverse to the interests of the Lenders in any material respect, when taken as a whole, than any of such documents and agreements as in effect on the Closing Date; (g) the Transactions as contemplated by the Loan Documents;

Transactions with Affiliates. Neither Holdings nor the The Borrower willwill not, nor and will they not permit any Restricted Subsidiary of the Loan Parties to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 with, any of its Affiliates, except except: (ia) transactions that are in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Restricted Subsidiary Loan Party than could be obtained on an arm’s-arm’s length basis from unrelated third parties, ; (iib) transactions between or among the Loan Parties Borrower, the Parent and any Subsidiary not involving any other AffiliateAffiliates; (c) equity contributions to, and the issuance of Capital Stock by, Parent; (iiid) advances, equity issuances, repurchases, retirements loans or other acquisitions or retirements of Equity Interests and other Restricted Payments advances to employees permitted under Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 7.1; (to the extent such transaction is not required to be for fair value thereunder), (ive) the payment of reasonable fees to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, and compensation compensation, employment, termination and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers, consultants officers or employees of Holdings, the Borrower or the Restricted Subsidiaries any Subsidiary, each in the ordinary course of business, ; (vf) (i) any issuances issuance of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors in the ordinary course of business and (viii) any repurchases of any issuances, awards or grants issued pursuant to clause (i), in each case, to the extent permitted by Section 7.5; (g) employment and severance arrangements entered into in the ordinary course of business between Holdings, the Borrower or any Restricted Subsidiary and any employee thereof and approved thereof; (h) any Restricted Payment permitted by Section 7.5; and (i) the Borrower’s board Loan Parties may pay the expenses of directorsPubCo, as set forth in the Parent Operating Agreement.

Transactions with Affiliates. Neither Holdings nor the Borrower willThe Loan Parties will not, nor and will they not permit any Restricted Subsidiary of their Subsidiaries to, directly or indirectly, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 with, any of its their Affiliates, except unless such transactions are in the ordinary course of such Loan Party’s business and are at prices and on terms and conditions not less favorable to the Loan Party or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, except: (i) transactions between or among the Borrower and/or one or more of the Subsidiary Loan Parties not involving any other Affiliate and transactions among Subsidiaries not involving any Loan Party; (ii) any Restricted Payment permitted by Section 6.07 and any transaction permitted by Section 6.03; (iii) fees and compensation, benefits and incentive arrangements paid or provided to, and any indemnity provided on behalf of, officers, directors or employees of Holdings or any of its Subsidiaries as determined in good faith by the board of directors of Holdings; (iv) loans and advances to employees of Holdings or any of its Subsidiaries permitted by Section 6.04(vii); (v) transactions pursuant to the agreements set forth on Schedule 6.08(v) as such agreements are in effect on the Effective Date and as amended in accordance with Section 6.10; and (vi) in the case of any joint venture in which the Borrower or any Subsidiary has an interest, so long as the other party or parties to the joint venture which are not Affiliates of the Borrower or any Subsidiary own at least 50% of the equity of such joint venture, transactions between such joint venture and the Borrower or any Subsidiary that are at prices and on terms and conditions not less favorable to the Borrower or such Restricted any Subsidiary than could be obtained on an arm’s-arm’s length basis from unrelated third parties, (ii) transactions between or among the Loan Parties not involving any other Affiliate, (iii) advances, equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests and other Restricted Payments permitted under Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (to the extent such transaction is not required to be for fair value thereunder), (iv) the payment of reasonable fees to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers, consultants or employees of Holdings, the Borrower or the Restricted Subsidiaries in the ordinary course of business, (v) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (vi) employment and severance arrangements entered into in the ordinary course of business between Holdings, the Borrower or any Restricted Subsidiary and any employee thereof and approved by the Borrower’s board of directors.

Transactions with Affiliates. Neither Holdings nor the No Borrower willshall, nor will they shall it permit any Restricted Subsidiary of its Subsidiaries to, selldirectly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or otherwise transfer exchange of any assets toproperty or the rendering of any service) with any Affiliate of Borrower; provided that, the Borrowers and their Subsidiaries may enter into or purchase, lease or otherwise acquire permit to exist any assets from, or otherwise engage in any other such transactions involving aggregate consideration in excess of $500,000 with, any of its Affiliates, except if (i) transactions that such transaction is not otherwise prohibited by this Agreement and (ii) the terms of such transaction are at prices and on terms and conditions not less favorable to the Borrower or such Restricted Subsidiary that Subsidiary, as the case may be, than could those that might be obtained on at the time from a Person who is not an arm’s-length basis from unrelated third partiesAffiliate of Borrower; provided, further, that the foregoing restrictions shall not apply to (iia) transactions any transaction between or among the Loan Parties not involving any other Affiliate, (iii) advances, equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests and other Restricted Payments permitted under Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 Borrowers and any other transaction involving between Subsidiaries; (b) reasonable and customary fees paid to members of the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (to the extent such transaction is not required to be for fair value thereunder), (iv) the payment of reasonable fees to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers, consultants or employees of Holdings, the Borrower or the Restricted Subsidiaries in the ordinary course of business, (v) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors (or similar governing body) of Borrower and its Subsidiaries; (vic) employment compensation arrangements for officers and severance arrangements other employees of Borrower and its Subsidiaries entered into in the ordinary course of business between Holdings(including bonuses and other customary benefits such as retirement, health insurance, stock option plans, and other benefit plans); (d) ordinary course trade payables of Borrower and/or its Subsidiaries that are held by Affiliates of Borrower from time to time; (e) any issuance or sale by Borrower of any Capital Stock (other than Disqualified Capital Stock) of Borrower, (f) any transactions expressly permitted by Sections 7.1, 7.4, 7.6 or 7.7 (g) transactions existing as of the Borrower or Closing Date, (h) transactions involving aggregate payments of less than $1,000,000, (i) bridge loan financings consisting of Subordinated Indebtedness, and (j) other transactions in an aggregate amount not to exceed $2,500,000 in any Restricted Subsidiary and any employee thereof and approved by the Borrower’s board of directorsFiscal Year.

Transactions with Affiliates. Neither Holdings nor the The Borrower willwill not, nor and will they not permit any Restricted Subsidiary to, sell, lease lease, transfer or otherwise transfer dispose of any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 with, any of its Affiliates, except involving aggregate payments or consideration in excess of $500,000 for any individual transaction or series of related transactions, except: (ia) transactions that are at prices and on terms and conditions conditions, taken as a whole, not materially less favorable to the Borrower or such Restricted Subsidiary than that could be obtained on an arm’s-length transaction basis from unrelated third parties, parties other than an Affiliate, (iib) transactions between or among Holdings, the Borrower, and the Subsidiary Loan Parties not involving Parties, (c) any other AffiliateInvestment permitted under Section 6.04(d), 6.04(e), 6.04(g) or 6.04(m), (d) any Indebtedness permitted under Section 6.01(v) and Section 6.01(xii), (e) any Restricted Payment permitted under Section 6.08, (f) loans or advances to employees permitted under Section 6.04(e), (g) any lease entered into between the Borrower or any Restricted Subsidiary, as lessee, and any of the Affiliates of the Borrower or entity controlled by such Affiliates, as lessor, which is approved in good faith by a majority of the disinterested members of the Board of Directors of the Borrower and for which the Borrower or any Restricted Subsidiary delivers to the Administrative Agent a letter from an accounting, appraisal or investment banking firm of national standing stating that such lease is fair to the Borrower or such Restricted Subsidiary from a financial point of view, (h) so long as no Default described in Section 7.01(b) and no Event of Default has occurred and is continuing, the Borrower or any of its Restricted Subsidiaries may pay, or may pay cash dividends to enable Holdings to pay, (iiiA) advancesthe management, equity issuancesadvisory, repurchasesincentive or similar fees payable under the Management Agreement for any period ending after the fourth anniversary of the Closing Date in an aggregate amount not greater than $1,000,000 during any fiscal year, retirements payable in equal quarterly installments, in arrears (plus any unpaid management, consulting, monitoring or other advisory fees within such amount accrued in any prior year but in any event accrued after the fourth anniversary of the Closing Date), (B) fees in respect of any financings, acquisitions or retirements dispositions with respect to which any Permitted Holder acts as an adviser to Holdings, the Borrower or any Restricted Subsidiary in an amount not to exceed 2.0% of the value of any such transaction and (C) indemnities and expense reimbursements pursuant to the Management Agreement; provided, that indemnities and expense reimbursements under this clause (C) shall be permitted in an aggregate amount not greater than $100,000 during any fiscal year notwithstanding the continuance of a Default described in Section 7.01(b) or an Event of Default; provided, further, any fees not paid under this Section 6.09(h) due to the existence of a Default described in Section 7.01(b) or an Event of Default shall be deferred and may be paid when no such Default or Event of Default exists or would arise as a result of such payment, (i) any contribution to the capital of Holdings directly or indirectly by the Permitted Holders or any purchase of Equity Interests and other Restricted Payments permitted under Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving of Holdings by the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 Permitted Holders not prohibited by this Agreement, (to the extent such transaction is not required to be for fair value thereunder), (ivj) the payment of reasonable fees to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, and compensation and employee benefit plans and arrangements paid to, and indemnities provided for the benefit of, directors, officers, consultants or employees of Holdings, the Borrower or the any Restricted Subsidiaries Subsidiary in the ordinary course of business, , (vk) any issuances of Equity Interests, securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board or Holdings’ Board of directors Directors (or a committee thereof), (l) transactions pursuant to agreements set forth on Schedule 6.09 and any amendments thereto to the extent such amendments are not materially less favorable to the Borrower or such Subsidiary Loan Party than those provided for in the original agreements, (vim) employment any employment, consulting, change of control and severance arrangements entered into in the ordinary course of business between a parent, Holdings, the Borrower or any Restricted Subsidiary and any officer, consultant or employee thereof thereof, (n) payments by the Borrower or any of its Restricted Subsidiaries of reasonable insurance premiums to, and any borrowings or dividends received from, any Captive Insurance Subsidiary, (o) transactions with customers, suppliers, contractors, j oint venture partners or purchasers or sellers of goods or services, in each case which are in the ordinary course of business (including, without limitation, pursuant to joint venture agreements) and otherwise in compliance with the terms of this Agreement which are approved in good faith by a majority of the disinterested members of the Board of Directors of the Borrower and for which the Borrower or any Restricted Subsidiary delivers to the Administrative Agent a letter from an accounting, appraisal or investment banking firm of national standing stating that such transaction is fair to the Borrower or such Restricted Subsidiary, as applicable, from a financial point of view, (p) the entering into of any tax sharing agreement or arrangement with Holdings or any direct or indirect parent company of the Borrower and any payments thereunder by the Borrower or any of its Restricted Subsidiaries to Holdings or any parent to the extent permitted by Section 6.08(a)(iv), (q) the issuance of Equity Interests (other than Disqualified Stock) (i) of Holdings to Affiliates of Holdings or (ii) of Holdings or any Restricted Subsidiary for compensation purposes, (r) non-exclusive intellectual property licenses not materially interfering with the conduct of the Borrower’s board business in the ordinary course of directorsbusiness, and (s) the Transactions (including Transaction Expenses) and the payment of fees and expenses as part of or in connection with the Transactions.