Common use of Transactions with Affiliates Clause in Contracts

Transactions with Affiliates. Enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, the rendering of any service or the payment of any advisory, consulting and/or management fee) with any Affiliate of Holdings, on terms that are less favorable to Holdings, any Borrower or any of the Restricted Subsidiaries, as the case may be, than those that would reasonably be expected to be obtained at the time from a Person who is not such an Affiliate in a comparable arms-length transaction; provided that the foregoing restriction shall not apply to: (a) any transaction among Holdings, any Borrower and any wholly owned Restricted Subsidiary not otherwise prohibited hereby (including any Person that becomes a wholly owned Restricted Subsidiary as a result of or in connection with such transaction); (b) reasonable and customary indemnities provided to, and reasonable and customary fees and reimbursements paid to, members of the Board of Directors of Holdings, Holdings’ general partner, any Borrower and any Restricted Subsidiary; (c) reasonable and customary employment, compensation and severance arrangements for officers and other employees of Holdings, any Borrower and any Restricted Subsidiary entered into in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements; (d) equity issuances, repurchases, redemptions, retirements or other acquisitions or retirement of Equity Interests and other Restricted Payments to the extent permitted under Section 6.4 and loans and other transactions by and among Holdings, any Borrower and/or one or more Restricted Subsidiaries to the extent otherwise permitted under, and subject to the limitations otherwise contained in, Section 6; (e) (i) so long as no Event of Default has occurred and is continuing, the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees), in each case, pursuant to the Management Agreement (without giving effect to any changes thereto after the Closing Date that are materially adverse to the interests of the Agents or the Lenders as reasonably determined by the Administrative Agent (it being understood and agreed that any increase in management, monitoring, consulting, advisory and other fees (including transaction and termination fees) shall be deemed to be materially adverse to the interests of the Agents or the Lenders)); provided that, for the avoidance of doubt, upon the occurrence and during the continuance of an 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 (ii) indemnifications and reimbursement of expenses of the Sponsor and its Affiliates in connection with management, monitoring, consulting and advisory services provided by them to Holdings, any Borrower and any Restricted Subsidiary, including pursuant to the Management Agreement, if any; (f) to the extent permitted by Sections 6.4(g)(i), payments by any Borrower, Holdings, and any Restricted Subsidiary pursuant to tax sharing agreements among any such Persons on customary terms to the extent attributable to the ownership or operation of such Persons; (g) Holdings, the Borrowers and the Targets may consummate the Closing Date Acquisition in accordance with the Closing Date Acquisition Documents and pay fees and expenses related thereto; and (h) the issuance of Equity Interests (that are not Disqualified Equity Interests) to any officer, director, manager, employee or consultant of Holdings, Holdings’ general partner, LLC Subsidiary or any of the Restricted Subsidiaries or any direct or indirect parent of Holdings or LLC Subsidiary.

Transactions with Affiliates. Enter None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, the rendering of any service or the payment of any advisory, consulting and/or management fee) kind with any Affiliate of Holdingsa Covenant Party, on terms that are less favorable to Holdingswhether or not in the ordinary course of business, any Borrower or any of the Restricted Subsidiaries, as the case may be, other than those that would reasonably be expected to be obtained at the time from a Person who is not such an Affiliate in a comparable arms-length transaction; provided that the foregoing restriction shall not apply to: (a) transactions among any transaction among Holdings, Covenant Party and its Restricted Subsidiaries or any Borrower and any wholly owned Restricted Subsidiary not otherwise prohibited hereby (including any Person entity that becomes a wholly owned Restricted Subsidiary as a result of such transaction, (b) on terms substantially as favorable to such Covenant Party or such Restricted Subsidiary as would be obtainable by such Covenant Party or such Restricted Subsidiary at the time in a comparable arm’s-length transaction with a Person other than an Affiliate, (c) as part of or in connection with such transaction); the Transaction, (bd) reasonable the issuance of Equity Interests to the management of a Covenant Party or any of its Restricted Subsidiaries in connection with the Transaction, (e) the payment of management, transaction and customary monitoring fees in an aggregate amount not to exceed the amounts permitted to be paid pursuant to the Sponsor Management Agreements as in effect on the Closing Date and related indemnities provided to, and reasonable and customary fees and reimbursements paid toexpenses, members of the Board of Directors of Holdings, Holdings’ general partner, any Borrower and any Restricted Subsidiary; (c) reasonable and customary employment, compensation and severance arrangements for officers and other employees of Holdings, any Borrower and any Restricted Subsidiary entered into in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements; (df) equity issuances, repurchases, redemptions, retirements or other acquisitions or retirement retirements of Equity Interests by the Covenant Parties permitted under Section 7.06, (g) loans and other transactions by any Covenant Party and its Restricted Payments Subsidiaries to the extent permitted under Section 6.4 this Article VII, (h) employment and loans severance arrangements between any Covenant Party and other transactions by and among Holdings, any Borrower and/or one or more its Restricted Subsidiaries to and their respective officers and employees in the extent otherwise permitted underordinary course of business, and subject to the limitations otherwise contained in, Section 6; (e) (i) so long as no Event of Default has occurred payments by any Covenant Party (and is continuing, the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees), in each case, any direct or indirect parent thereof) pursuant to the Management Agreement (without giving effect to any changes thereto after the Closing Date that are materially adverse to the interests of the Agents or the Lenders as reasonably determined by the Administrative Agent (it being understood and agreed that any increase in management, monitoring, consulting, advisory and other fees (including transaction and termination fees) shall be deemed to be materially adverse to the interests of the Agents or the Lenders)); provided that, for the avoidance of doubt, upon the occurrence and during the continuance of an 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 (ii) indemnifications and reimbursement of expenses of the Sponsor and its Affiliates in connection with management, monitoring, consulting and advisory services provided by them to Holdings, any Borrower and any Restricted Subsidiary, including pursuant to the Management Agreement, if any; (f) to the extent permitted by Sections 6.4(g)(i), payments by any Borrower, Holdings, and any Restricted Subsidiary pursuant to tax sharing agreements among such Covenant Party (and any such Persons parent thereof) and the Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of such Persons; Covenant Party and such Restricted Subsidiaries, (gj) Holdingsthe payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, officers and employees of any Covenant Party and its Restricted Subsidiaries in the Borrowers ordinary course of business to the extent attributable to the ownership or operation of such Covenant Party and the Targets may consummate its Restricted Subsidiaries, (k) transactions pursuant to agreements in existence on the Closing Date Acquisition in accordance with and set forth on Schedule 7.08 to the Closing Date Acquisition Documents and pay fees and expenses related thereto; and (h) the issuance of Equity Interests (that are not Disqualified Equity Interests) to any officer, director, manager, employee or consultant of Holdings, Holdings’ general partner, LLC Subsidiary Original Credit Agreement or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect, (l) dividends, redemptions and repurchases permitted under Section 7.06, (m) transactions in connection with a Permitted Receivables Financing, (n) transactions in connection with a Permitted Debt Offering in which a non-Affiliate participates on substantially the same terms, (o) customary payments by any Covenant Party and any of its Restricted Subsidiaries to Valcon or the Sponsors 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 Restricted Subsidiaries members of the board of directors or any direct or indirect parent a majority of Holdings or LLC Subsidiarythe disinterested members of the board of directors of a Covenant Party, in good faith and (p) transactions caused by granting the Ratable Security of EMTNs.

Transactions with Affiliates. Enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, the rendering of any service or the payment of any advisory, consulting and/or management fee) kind with any Affiliate of Holdingsthe Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms 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 an Affiliate, except (a) transactions between or among Loan Parties; (b) transactions between or among Restricted Subsidiaries that are less favorable not Loan Parties; (c) loans or advances to Holdingsofficers, any directors and employees permitted under Section 8.7; (d) the payment of reasonable fees to directors of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted SubsidiariesSubsidiary, as the case may beand compensation, than those that would reasonably be expected to be obtained at the time from a Person who is not such an Affiliate in a comparable arms-length transaction; provided that the foregoing restriction shall not apply to: (a) any transaction among Holdingsemployment, any Borrower termination and any wholly owned Restricted Subsidiary not otherwise prohibited hereby (including any Person that becomes a wholly owned Restricted Subsidiary as a result of or in connection with such transaction); (b) reasonable and customary indemnities provided other employee benefit arrangements paid to, and reasonable and customary fees and reimbursements paid indemnities provided for the benefit of, directors, officers or employees of any Group Member, each in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (i) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, members or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (ii) any repurchases of any issuances, awards or grants issued pursuant to clause (i), in each case, to the Board of Directors of Holdings, Holdings’ general partner, any Borrower and any Restricted Subsidiary; extent permitted by Section 8.6; (cf) reasonable and customary employment, compensation and severance employment arrangements for officers and other employees of Holdings, any Borrower and any Restricted Subsidiary entered into in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements; (d) equity issuances, repurchases, redemptions, retirements between the Borrower or other acquisitions or retirement of Equity Interests and other Restricted Payments to the extent permitted under Section 6.4 and loans and other transactions by and among Holdings, any Borrower and/or one or more Restricted Subsidiaries to the extent otherwise permitted under, and subject to the limitations otherwise contained in, Section 6; (e) (i) so long as no Event of Default has occurred and is continuing, the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees), in each case, pursuant to the Management Agreement (without giving effect to any changes thereto after the Closing Date that are materially adverse to the interests of the Agents or the Lenders as reasonably determined by the Administrative Agent (it being understood and agreed that any increase in management, monitoring, consulting, advisory and other fees (including transaction and termination fees) shall be deemed to be materially adverse to the interests of the Agents or the Lenders)); provided that, for the avoidance of doubt, upon the occurrence and during the continuance of an 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 (ii) indemnifications and reimbursement of expenses of the Sponsor and its Affiliates in connection with management, monitoring, consulting and advisory services provided by them to Holdings, any Borrower and any Restricted Subsidiary, including pursuant to the Management Agreement, if any; (f) to the extent permitted by Sections 6.4(g)(i), payments by any Borrower, Holdings, and any Restricted Subsidiary pursuant to tax sharing agreements among and any such Persons on customary terms to the extent attributable to the ownership or operation of such Persons; employee thereof; (g) Holdings, the Borrowers and the Targets may consummate the Closing Date Acquisition in accordance with the Closing Date Acquisition Documents and pay fees and expenses related theretoany Restricted Payment permitted by Section 8.6; and (h) the issuance Acquisition; (i) pledges of Equity Interests Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (that are not Disqualified Equity Interestsj) to the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any officer, director, manager, employee or consultant of Holdings, Holdings’ general partner, LLC Subsidiary or Permitted Foreign Receivables Facility documents; and (l) any of the Restricted Subsidiaries or any direct or indirect parent of Holdings or LLC SubsidiaryPermitted Restructuring.

Transactions with Affiliates. Enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, the rendering kind involving aggregate consideration in excess of any service or the payment of any advisory, consulting and/or management fee) $5,000,000 with any Affiliate of Holdingsany Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms that are less substantially as favorable to Holdings, any such Borrower or any of the such Restricted Subsidiaries, Subsidiaries as the case may be, than those that would reasonably be expected to be obtained obtainable by such Borrower or such Restricted Subsidiaries at the such time from a Person who is not such an Affiliate in a comparable arms-arm’s length transaction; transaction with a Person other than an Affiliate, provided that the foregoing restriction shall not apply to: (a) participation by any Borrower or any Restricted Subsidiary in, or effecting any transaction among Holdingsin connection with, any joint enterprise or other joint arrangement with any Affiliate if such Borrower or such Restricted Subsidiary, as applicable, participates in the ordinary course of its business and any wholly owned Restricted Subsidiary not otherwise prohibited hereby (including any Person that becomes on a wholly owned Restricted Subsidiary as a result of or in connection with basis no less advantageous than the basis on which such transaction)Affiliate participates; (b) reasonable loans and customary indemnities provided to, and reasonable and customary fees and reimbursements paid to, members of other transactions among the Board of Directors of Holdings, Holdings’ general partner, any Borrower and any Restricted SubsidiaryLoan Parties to the extent permitted by this Article VIII; (c) reasonable and customary employment, compensation and severance arrangements for officers and other employees of Holdings, any Borrower and payment from any Restricted Subsidiary to any Borrower; (d) intercompany Indebtedness permitted under Section 8.02, Restricted Payments permitted under Section 8.05 and Permitted Investments; (e) compensation arrangements with directors and employees entered into in the ordinary course of business business; (f) fees may be paid (and expenses may be reimbursed) pursuant to and in accordance with the Advisory Agreement as such agreement is in effect on the Closing Date, as amended; or (g) issuance of Equity Interests (other than Disqualified Stock) of ESI; (h) customary agreements, covenants and restrictions contained in agreements relating to the sale of assets or Equity Interests of Subsidiaries of the Borrowers; (i) transactions between a Borrower or any of the Restricted Subsidiaries and any person, a director of which is also a director of a Borrower or any direct or indirect parent company of a Borrower; provided, however, that (A) such director abstains from voting as a director of such Borrower or such direct or indirect parent company, as the case may be, on any matter involving such other person and (B) such person is not an Affiliate of a Borrower for any reason other than such director’s acting in such capacity: (j) transactions for the purchase or sale of goods, equipment, products, parts and services entered into in the ordinary course of business; (k) transactions pursuant to stock option plans and employee benefit plans and arrangementsany Factoring Agreements permitted under Section 8.02; (dl) equity issuancessales of accounts receivable, repurchasesor participations therein, redemptions, retirements or other acquisitions or retirement of Equity Interests and other Restricted Payments to the extent in connection with any Receivables Facility permitted under Section 6.4 and loans and other transactions by and among Holdings, any Borrower and/or one or more Restricted Subsidiaries to the extent otherwise permitted under, and subject to the limitations otherwise contained in, Section 6;8.02; or (e) (im) so long as no Event of Default has or Default shall have occurred and is continuingbe continuing or would result therefrom, the payment of management, monitoring, consulting, advisory fees may be paid (and other fees (including transaction and termination fees), in each case, expenses may be reimbursed) pursuant to the Management Agreement (without giving effect to any changes thereto after the Closing Date that are materially adverse to the interests of the Agents or the Lenders as reasonably determined by the Administrative Agent (it being understood and agreed that any increase in management, monitoring, consulting, advisory and other fees (including transaction and termination fees) shall be deemed to be materially adverse to the interests of the Agents or the Lenders)); provided that, for the avoidance of doubt, upon the occurrence and during the continuance of an 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 (ii) indemnifications and reimbursement of expenses of the Sponsor and its Affiliates in connection with management, monitoring, consulting and advisory services provided by them to Holdings, any Borrower and any Restricted Subsidiary, including pursuant to the Management Agreement, if any; (f) to the extent permitted by Sections 6.4(g)(i), payments by any Borrower, Holdings, and any Restricted Subsidiary pursuant to tax sharing agreements among any such Persons on customary terms to the extent attributable to the ownership or operation of such Persons; (g) Holdings, the Borrowers and the Targets may consummate the Closing Date Acquisition in accordance with the Advisory Agreement as such agreement is in effect on the Closing Date Acquisition Documents and pay fees and expenses related thereto; and (h) the issuance of Equity Interests (that are not Disqualified Equity Interests) to any officer, director, manager, employee or consultant of Holdings, Holdings’ general partner, LLC Subsidiary or any of the Restricted Subsidiaries or any direct or indirect parent of Holdings or LLC SubsidiaryDate.

Transactions with Affiliates. Enter Directly or indirectly, purchase, acquire or lease any property from, or sell, transfer or lease any property to, or otherwise enter into or permit to exist any transaction (including or deal with, any Affiliate, except transactions, which are made in the purchase, sale, lease or exchange Ordinary Course of any property, the rendering of any service or the payment of any advisory, consulting and/or management fee) with any Affiliate of Holdings, Business and are made on an arm’s-length basis on terms that are and conditions no less favorable to Holdings, any Borrower or any of the Restricted Subsidiaries, as the case may be, than those that terms and conditions which would reasonably be expected to be obtained at the time have been obtainable from a Person who is not such other than an Affiliate in a comparable arms-length transaction; provided that the foregoing restriction shall not apply to: Affiliate, except: (a) any transaction among HoldingsSponsor shall be entitled to: (i) reimbursement of all fees, any Borrower costs and any wholly owned Restricted Subsidiary not otherwise prohibited hereby (including any Person that becomes a wholly owned Restricted Subsidiary as a result of expenses paid or incurred in connection with such transaction); (b) reasonable and customary indemnities provided to, and reasonable and customary fees and reimbursements paid to, members of the Board of Directors of Holdings, Holdings’ general partner, any Borrower and any Restricted Subsidiary; (c) reasonable and customary employment, compensation and severance arrangements for officers and other employees of Holdings, any Borrower and any Restricted Subsidiary entered into in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements; (d) equity issuances, repurchases, redemptions, retirements or other acquisitions or retirement of Equity Interests and other Restricted Payments to the extent permitted under Section 6.4 and loans and other transactions by and among Holdings, any Borrower and/or one or more Restricted Subsidiaries to the extent otherwise permitted under, and subject to the limitations otherwise contained in, Section 6; (e) (i) so long as no Event of Default has occurred and is continuing, the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees), in each case, pursuant to the Management Agreement (without giving effect to any changes thereto after the Closing Date that are materially adverse to the interests of the Agents or the Lenders as reasonably determined by the Administrative Agent (it being understood and agreed that any increase in management, monitoring, consulting, advisory and other fees (including transaction and termination fees) shall be deemed to be materially adverse to the interests of the Agents or the Lenders)); provided that, for the avoidance of doubt, upon the occurrence and during the continuance of an 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 DefaultPermitted Acquisitions, and (ii) indemnifications and reimbursement of out-of-pocket costs and expenses of the Sponsor and its Affiliates actually incurred in connection with management, monitoring, consulting and advisory services provided by them to Holdings, any Borrower and any Restricted Subsidiary, including pursuant to the performance of Sponsor’s obligations under the Management Agreement, if any; Agreement in an aggregate amount in any fiscal year not to exceed the greater of (fx) $350,000 or (y) three percent (3%) of Adjusted EBITDA in any fiscal year; (b) transactions among Loan Parties which are not expressly prohibited by the terms of this Agreement and which are in the Ordinary Course of Business; (c) payment by Borrower of dividends and distributions permitted under Section 7.7; (d) payment of independent directors fees and reimbursements of actual out-of-pocket expenses incurred in connection with attending board of director meetings in an aggregate amount in any fiscal year not to exceed $500,000; (e) to the extent permitted not prohibited by Sections 6.4(g)(i)Applicable Law, payments providing customary indemnities to officers, employees and directors; (f) the issuance and sale of Equity Interests by any BorrowerInnovex to Sponsor, HoldingsWarburg Pincus LLC or its affiliated funds, and any Restricted Subsidiary pursuant to tax sharing agreements among any such Persons on customary terms to the extent attributable to the ownership or operation of such Persons; Rubicon Oilfield International Holdings LP ; (g) Holdings[reserved]; (h) transactions among the Saudi Subsidiary and Loan Parties in an aggregate amount during the Term not to exceed $1,000,000, which are not expressly prohibited by the terms of this Agreement; (i) transactions among Quick Connectors Middle East LLC and Loan Parties in an aggregate amount during the Term not to exceed $500,000, which are not expressly prohibited by the terms of this Agreement; (j) transactions among the Borrowers and Non-NAM Subsidiaries in an aggregate amount during the Targets may consummate Term not to exceed $2,000,000, which are not expressly prohibited by the terms of this Agreement, unless otherwise approved by the Agent in accordance with this Agreement; and (k) the Closing Date Acquisition in accordance with the Closing Date Acquisition Documents and pay fees and expenses related thereto; and (h) the issuance of Equity Interests (that are not Disqualified Equity Interests) to any officer, director, manager, employee or consultant of Holdings, Holdings’ general partner, LLC Subsidiary or any of the Restricted Subsidiaries or any direct or indirect parent of Holdings or LLC SubsidiaryPermitted Stock Repurchase.

Transactions with Affiliates. Enter None of You will directly or indirectly enter into or permit to exist any material transaction (including the purchase, sale, lease or exchange of any property, the rendering of any service or the payment of any advisory, consulting and/or management fee) with any Affiliate of HoldingsYour Affiliates except for (i) transactions that are in the ordinary course of Your business, on upon fair and reasonable terms that are no less favorable to HoldingsYou than would be obtained in an arm’s length transaction with a non-affiliated Person, any Borrower or any (ii) equity financings with Your existing investors that are otherwise permitted under this Agreement, (iii) unsecured bridge financings with Your existing investors that constitute Subordinated Indebtedness and are evidenced by a subordination agreement on terms acceptable to Us in Our sole discretion, (iv) transactions that are otherwise Permitted Investments (of the Restricted Subsidiaries, as type in clauses (i) and (m) of Permitted Investments) or Permitted Indebtedness (of the case may be, than those that would reasonably be expected to be obtained at type in clauses (h) and (j) of the time from a Person who is not such an Affiliate in a comparable arms-length transaction; provided that the foregoing restriction shall not apply to: (a) any transaction among Holdings, any Borrower and any wholly owned Restricted Subsidiary not otherwise prohibited hereby (including any Person that becomes a wholly owned Restricted Subsidiary as a result definition of or in connection with such transactionPermitted Indebtedness); (b) reasonable and customary indemnities provided to, and reasonable (vi) employment or compensation arrangements and customary fees and reimbursements paid to, members of the employee benefit plans approved by Your Board of Directors of Holdings, Holdings’ general partner, any Borrower and any Restricted Subsidiary; (c) reasonable and customary employment, compensation and severance arrangements for officers and other employees of Holdings, any Borrower and any Restricted Subsidiary entered into in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements; (d) equity issuancesbusiness. • Subordinated Indebtedness. You will not prepay, repurchases, redemptions, retirements redeem or other acquisitions or retirement of Equity Interests and other Restricted Payments otherwise satisfy in any manner prior to the extent permitted scheduled repayment thereof any Indebtedness (other than the Advances, advances under Section 6.4 the Working Capital Loan Facility and loans except for conversion of any Subordinated Indebtedness into equity securities and other transactions by and among Holdings, any Borrower and/or one or more Restricted Subsidiaries to the extent otherwise permitted under, and subject to the limitations otherwise contained in, Section 6; (e) (i) so long as no Event of Default has occurred and is continuing, the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination feescash in lieu of the issuance for fractional shares upon any such conversion), and You shall not make or permit any payment on any Subordinated Indebtedness, except under the terms of the subordination, intercreditor, or other similar agreement to which such Subordinated Indebtedness is subject, or amend any provision in each case, pursuant any document relating to the Management Agreement (without giving effect Subordinated Indebtedness which would increase the amount thereof or adversely affect the subordination thereof to any changes thereto after the Closing Date that are materially adverse Secured Obligations owed to the interests of the Agents or the Lenders as reasonably determined by the Administrative Agent (it being understood and agreed that any increase in management, monitoring, consulting, advisory and other fees (including transaction and termination fees) shall be deemed to be materially adverse to the interests of the Agents or the Lenders)); provided that, for the avoidance of doubt, upon the occurrence and during the continuance of an 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 (ii) indemnifications and reimbursement of expenses of the Sponsor and its Affiliates in connection with management, monitoring, consulting and advisory services provided by them to Holdings, any Borrower and any Restricted Subsidiary, including pursuant to the Management Agreement, if any; (f) to the extent permitted by Sections 6.4(g)(i), payments by any Borrower, Holdings, and any Restricted Subsidiary pursuant to tax sharing agreements among any such Persons on customary terms to the extent attributable to the ownership or operation of such Persons; (g) Holdings, the Borrowers and the Targets may consummate the Closing Date Acquisition in accordance with the Closing Date Acquisition Documents and pay fees and expenses related thereto; and (h) the issuance of Equity Interests (that are not Disqualified Equity Interests) to any officer, director, manager, employee or consultant of Holdings, Holdings’ general partner, LLC Subsidiary or any of the Restricted Subsidiaries or any direct or indirect parent of Holdings or LLC SubsidiaryUs.

Transactions with Affiliates. Enter The Borrower shall not, nor shall the Borrower permit any of the Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, the rendering of any service or the payment of any advisory, consulting and/or management fee) kind with any Affiliate of Holdingsthe Borrower, on terms that are less favorable to Holdingswhether or not in the ordinary course of business, any Borrower involving aggregate payments or any consideration in excess of the Restricted Subsidiaries$25,000,000, as the case may be, other than those that would reasonably be expected to be obtained at the time from a Person who is not such an Affiliate in a comparable arms-length transaction; provided that the foregoing restriction shall not apply to: (a) any transaction loans and other transactions among Holdings, any the Borrower and its Restricted Subsidiaries or any wholly owned Restricted Subsidiary not otherwise prohibited hereby (including any Person entity that becomes a wholly owned Restricted Subsidiary as a result of such loan or other transaction to the extent permitted under this Article 7, (b) on terms 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 an Affiliate, (c) the Transactions and the payment of Transaction Expenses as part of or in connection with such transaction); the Transactions, (bd) reasonable [reserved], (e) Restricted Payments permitted under Section 7.06 and customary indemnities provided toInvestments permitted under Section 7.02, and reasonable and customary fees and reimbursements paid to, members of the Board of Directors of Holdings, Holdings’ general partner, any Borrower and any Restricted Subsidiary; (cf) reasonable and customary employment, compensation employment and severance arrangements for between the Borrower and its Restricted Subsidiaries and their respective officers and other employees of Holdings, any Borrower and any Restricted Subsidiary entered into in the ordinary course of business and transactions pursuant to stock option equity-based plans and employee benefit plans and arrangements; arrangements in the ordinary course of business, (dg) equity issuances, repurchases, redemptions, retirements or other acquisitions or retirement of Equity Interests and other Restricted Payments to the extent permitted under Section 6.4 and loans and other transactions by and among Holdings, any Borrower and/or one or more Restricted Subsidiaries to the extent otherwise permitted under, and subject to the limitations otherwise contained in, Section 6; (e) (i) so long as no Event of Default has occurred and is continuing, the payment of managementcustomary fees and reasonable out of pocket costs to, monitoringand indemnities provided on behalf of, consultingdirectors, advisory managers, officers, employees and other fees (including transaction and termination fees), in each case, pursuant to the Management Agreement (without giving effect to any changes thereto after the Closing Date that are materially adverse to the interests consultants of the Agents Borrower and its Restricted Subsidiaries (or the Lenders as reasonably determined by the Administrative Agent (it being understood and agreed that any increase in management, monitoring, consulting, advisory and other fees (including transaction and termination fees) shall be deemed to be materially adverse to the interests direct or indirect parent of the Agents or Borrower) in the Lenders)); provided that, for the avoidance ordinary course of doubt, upon the occurrence and during the continuance of an 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 (ii) indemnifications and reimbursement of expenses of the Sponsor and its Affiliates in connection with management, monitoring, consulting and advisory services provided by them to Holdings, any Borrower and any Restricted Subsidiary, including pursuant to the Management Agreement, if any; (f) to the extent permitted by Sections 6.4(g)(i), payments by any Borrower, Holdings, and any Restricted Subsidiary pursuant to tax sharing agreements among any such Persons on customary terms business to the extent attributable to the ownership or operation of such Persons; the Borrower and its Restricted Subsidiaries, (gh) Holdings, the Borrowers and the Targets may consummate transactions pursuant to agreements in existence on the Closing Date Acquisition and set forth on Schedule 7.08 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in accordance any material respect, (i) customary payments by the Borrower and any of its Restricted Subsidiaries to the Investors 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 a majority of the Closing Date Acquisition Documents members of the board of directors or managers or a majority of the disinterested members of the board of directors or managers of the Borrower, in good faith, (j) payments by the Borrower or any of its Subsidiaries pursuant to any tax sharing agreements with any direct or indirect parent of the Borrower to the extent attributable to the ownership or operation of the Borrower and pay fees and expenses related thereto; and its Subsidiaries, but only to the extent permitted by Section 7.06(i)(iii), (hk) the issuance or transfer of Equity Interests (that are not other than Disqualified Equity Interests) of Holdings to any officerPermitted Holder or to any former, present or future director, manager, officer, employee or consultant (or any Affiliate or any Immediate Family Member of Holdings, Holdings’ general partner, LLC Subsidiary or any of the Restricted foregoing) of the Borrower, any of its Subsidiaries or any direct or indirect parent thereof, (l) sales of Holdings accounts receivable, or LLC Subsidiaryparticipations therein, or Securitization Assets or related assets in connection with any Qualified Securitization Facility, (m) Permitted Intercompany Activities or (n) a joint venture which would constitute a transaction with an Affiliate solely as a result of the Borrower or any Restricted Subsidiary owning an equity interest or otherwise controlling such joint venture or similar entity.

Transactions with Affiliates. Enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, the rendering kind involving aggregate consideration in excess of any service or the payment of any advisory, consulting and/or management fee) $5,000,000 with any Affiliate of Holdings, whether or not in the ordinary course of business, other than on fair and reasonable terms that are less substantially as favorable to Holdings, any Borrower Holdings or any of the such Restricted Subsidiaries, Subsidiaries as the case may be, than those that would reasonably be expected to be obtained obtainable by Holdings or such Restricted Subsidiaries at the such time from a Person who is not such an Affiliate in a comparable arms-arm’s length transaction; transaction with a Person other than an Affiliate, provided that the foregoing restriction shall not apply to: (a) participation by Holdings or any Restricted Subsidiary in, or effecting any transaction among Holdingsin connection with, any Borrower joint enterprise or other joint arrangement with any Affiliate if Holdings or such Restricted Subsidiary, as applicable, participates in the ordinary course of its business and any wholly owned Restricted Subsidiary not otherwise prohibited hereby (including any Person that becomes on a wholly owned Restricted Subsidiary as a result of or in connection with basis no less advantageous than the basis on which such transaction)Affiliate participates; (b) reasonable loans and customary indemnities provided to, and reasonable and customary fees and reimbursements paid to, members of other transactions among the Board of Directors of Holdings, Holdings’ general partner, any Borrower and any Restricted SubsidiaryLoan Parties to the extent permitted by this Article VIII; (c) reasonable and customary employment, compensation and severance arrangements for officers and other employees of Holdings, any Borrower and payment from any Restricted Subsidiary to any Borrower; (d) intercompany Indebtedness permitted under Section 8.02, Restricted Payments permitted under Section 8.05 and Permitted Investments; (e) compensation arrangements with directors and employees entered into in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements; (d) equity issuances, repurchases, redemptions, retirements or other acquisitions or retirement of Equity Interests and other Restricted Payments to the extent permitted under Section 6.4 and loans and other transactions by and among Holdings, any Borrower and/or one or more Restricted Subsidiaries to the extent otherwise permitted under, and subject to the limitations otherwise contained in, Section 6; (e) (i) so long as no Event of Default has occurred and is continuing, the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees), in each case, pursuant to the Management Agreement (without giving effect to any changes thereto after the Closing Date that are materially adverse to the interests of the Agents or the Lenders as reasonably determined by the Administrative Agent (it being understood and agreed that any increase in management, monitoring, consulting, advisory and other fees (including transaction and termination fees) shall be deemed to be materially adverse to the interests of the Agents or the Lenders)); provided that, for the avoidance of doubt, upon the occurrence and during the continuance of an 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 (ii) indemnifications and reimbursement of expenses of the Sponsor and its Affiliates in connection with management, monitoring, consulting and advisory services provided by them to Holdings, any Borrower and any Restricted Subsidiary, including pursuant to the Management Agreement, if anybusiness; (f) to the extent permitted by Sections 6.4(g)(i), payments by any Borrower, Holdings, fees paid (and any Restricted Subsidiary expenses reimbursed) pursuant to tax sharing agreements among any and in accordance with the Advisory Agreement as such Persons agreement is in effect on customary terms to the extent attributable to the ownership or operation of such PersonsClosing Date; (g) Holdings, the Borrowers and the Targets may consummate the Closing Date Acquisition in accordance with the Closing Date Acquisition Documents and pay fees and expenses related thereto; and (h) the issuance of Equity Interests (that are not other than Disqualified Equity InterestsStock) to any officer, director, manager, employee or consultant of Holdings; (h) customary agreements, Holdings’ general partner, LLC Subsidiary covenants and restrictions contained in agreements relating to the sale of assets or Equity Interests of Subsidiaries of the Borrowers; (i) transactions between Holdings or any Restricted Subsidiary and any person, a director of the Restricted Subsidiaries which is also a director of Holdings or any direct or indirect parent company of Holdings; provided, however, that (A) such director abstains from voting as a director of Holdings or LLC Subsidiarysuch direct or indirect parent company, as the case may be, on any matter involving such other person and (B) such person is not an Affiliate of Holdings for any reason other than such director’s acting in such capacity; (j) transactions for the purchase or sale of goods, equipment, products, parts and services entered into in the ordinary course of business; (k) transactions pursuant to any Factoring Agreements permitted under Section 8.02; and (l) sales of accounts receivable, or participations therein, in connection with any Receivables Facility permitted under Section 8.02.

Transactions with Affiliates. Enter The Borrower shall not, and shall not permit any of its Subsidiaries to, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, the rendering kind involving aggregate payments or consideration in excess of any service or the payment of any advisory, consulting and/or management fee) $1,000,000 with any Affiliate of Holdingsthe Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms that are less substantially as favorable to Holdings, any the Borrower or any of the Restricted Subsidiaries, such Subsidiary as the case may be, than those that would could reasonably be expected to be obtained obtainable by the Borrower or such Subsidiary at the time from a Person who is not such an Affiliate in a comparable arms-arm’s length transaction; provided that the foregoing restriction shall not apply totransaction with a Person other than an Affiliate except: (a) any transaction transactions among Holdings, any the Borrower and any wholly owned Restricted Subsidiary its Subsidiaries not otherwise prohibited hereby (including any Person that becomes a wholly owned Restricted Subsidiary as a result of or in connection with such transaction)under the Loan Documents; (b) reasonable Restricted Payments and customary indemnities provided to, and reasonable and customary fees and reimbursements paid to, members of the Board of Directors of Holdings, Holdings’ general partner, any Borrower and any Restricted SubsidiaryInvestments otherwise permitted by this Agreement; (c) reasonable and customary employmenttransactions in accordance with the Affiliate Agreements or as thereafter amended or replaced in any manner that, compensation and severance arrangements for officers and other employees of Holdingstaken as a whole, is not more disadvantageous to the Lenders or the Borrower in any Borrower and any Restricted Subsidiary entered into material respect than such agreement as it was in effect on the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangementsClosing Date; (d) equity issuancesreasonable director, repurchasesofficer and employee compensation (including bonuses) and other benefits (including pursuant to any employment agreement or any retirement, redemptionshealth, retirements stock option or other acquisitions benefit plan) and indemnification and insurance arrangements, in each case, as determined in good faith by the Borrower’s board of directors or retirement senior management; (e) the entering into of Equity Interests and other Restricted Payments to a tax sharing agreement, or payments pursuant thereto, between the extent permitted under Section 6.4 and loans and other transactions by and among Holdings, any Borrower and/or one or more Restricted Subsidiaries to Subsidiaries, on the extent otherwise permitted underone hand, and subject to any Tax Affiliate, on the limitations otherwise contained inother hand, Section 6; (e) (i) so long as no Event of Default has occurred which payments by the Borrower and is continuing, the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees), its Subsidiaries are not in each case, pursuant to the Management Agreement (without giving effect to any changes thereto after the Closing Date that are materially adverse to the interests excess of the Agents or the Lenders as reasonably determined by the Administrative Agent (it being understood and agreed tax liabilities that any increase in management, monitoring, consulting, advisory and other fees (including transaction and termination fees) shall be deemed to be materially adverse to the interests of the Agents or the Lenders)); provided that, for the avoidance of doubt, upon the occurrence and during the continuance of an Event of Default, such amounts may accrue, but not be would have been 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 (ii) indemnifications and reimbursement of expenses of the Sponsor and its Affiliates in connection with management, monitoring, consulting and advisory services provided by them to Holdings, any Borrower and any Restricted Subsidiary, including pursuant to the Management Agreement, if anyon a stand-alone basis; (f) so long as the Borrower is subject to the extent permitted by Sections 6.4(g)(i)filing requirements of the SEC, payments by any Borrower, Holdings, and any Restricted transaction not otherwise prohibited under the Loan Documents with a Person that would constitute an Affiliate of the Borrower solely because the Borrower or a Subsidiary pursuant to tax sharing agreements among any owns Stock in or otherwise Controls such Persons on customary terms to the extent attributable to the ownership or operation of such PersonsPerson; (g) Holdings, pledges by the Borrowers and Borrower or any Subsidiary of Stock of any Joint Venture in a transaction permitted by Section 7.02(h)(ii); (h) any transaction entered into by a Person prior to the Targets may consummate time such Person becomes a Subsidiary or is merged or consolidated into the Closing Date Acquisition Borrower or a Subsidiary (provided that such transaction is not entered into in accordance with the Closing Date Acquisition Documents and pay fees and expenses related theretocontemplation of such event); and (hi) the issuance of Equity Interests (that are not Disqualified Equity Interests) Form 10 Transactions by and among the Borrower and its Subsidiaries and BWC and its Subsidiaries reasonably necessary to any officer, director, manager, employee or consultant of Holdings, Holdings’ general partner, LLC Subsidiary or any of effectuate the Restricted Subsidiaries or any direct or indirect parent of Holdings or LLC SubsidiarySpinoff.

Transactions with Affiliates. Enter Neither the Borrower shall, nor shall the Borrower permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, the rendering of any service or the payment of any advisory, consulting and/or management fee) kind with any Affiliate of Holdingsthe Borrower, on terms that are less favorable to Holdingswhether or not in the ordinary course of business, any Borrower or any of the Restricted Subsidiaries, as the case may be, other than those that would reasonably be expected to be obtained at the time from a Person who is not such an Affiliate in a comparable arms-length transaction; provided that the foregoing restriction shall not apply to: (a) any transaction transactions among Holdings, any the Borrower and its Subsidiaries or any wholly owned Restricted Subsidiary not otherwise prohibited hereby (including any Person entity that becomes a wholly owned Restricted Subsidiary as a result of such transaction, (b) on terms substantially as favorable to the Borrower or such Subsidiary as would be obtainable by the Borrower or such Subsidiary at the time in a comparable arm’s-length transaction with a Person other than an Affiliate, (c) the Original Transactions and the payment of fees and expenses (including Original Transaction Expenses) as part of or in connection with such transaction); the Original Transactions, (bd) reasonable the issuance of Equity Interests to any officer, director, employee or consultant of the Borrower or any of its Subsidiaries in connection with the Original Transactions, (e) if no Event of Default is occurring or would result therefrom, the payment of management, monitoring, consulting, transaction and customary advisory fees (but for avoidance of doubt, excluding termination fees) in an aggregate amount not to exceed the amount payable pursuant to the terms of the Investor Management Agreement and related indemnities provided to, and reasonable expenses, (f) Restricted Payments permitted under Section 7.06, (g) loans and customary fees and reimbursements paid to, members of other transactions among the Board of Directors of Holdings, Holdings’ general partner, any Borrower and its Subsidiaries and joint ventures (to the extent any Restricted Subsidiary; such joint venture is only an Affiliate as a result of Investments by the Borrower and its Subsidiaries in such joint venture) to the extent otherwise permitted under this Article VII, (ch) reasonable and customary employment, compensation employment and severance arrangements for between the Borrower and its Subsidiaries and their respective officers and other employees of Holdings, any Borrower and any Restricted Subsidiary entered into in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements; (d) equity issuancesarrangements in the ordinary course of business, repurchases, redemptions, retirements or other acquisitions or retirement of Equity Interests and other Restricted Payments to the extent permitted under Section 6.4 and loans and other transactions by and among Holdings, any Borrower and/or one or more Restricted Subsidiaries to the extent otherwise permitted under, and subject to the limitations otherwise contained in, Section 6; (e) (i) so long as no Event of Default has occurred and is continuing, the payment of managementcustomary fees and reasonable out of pocket costs to, monitoringand indemnities provided on behalf of, consultingdirectors, advisory managers, officers, employees and other fees (including transaction and termination fees), in each case, pursuant to the Management Agreement (without giving effect to any changes thereto after the Closing Date that are materially adverse to the interests consultants of the Agents Borrower and its Subsidiaries (or the Lenders as reasonably determined by the Administrative Agent (it being understood and agreed that any increase in management, monitoring, consulting, advisory and other fees (including transaction and termination fees) shall be deemed to be materially adverse to the interests direct or indirect parent of the Agents or Borrower) in the Lenders)); provided that, for the avoidance ordinary course of doubt, upon the occurrence and during the continuance of an 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 (ii) indemnifications and reimbursement of expenses of the Sponsor and its Affiliates in connection with management, monitoring, consulting and advisory services provided by them to Holdings, any Borrower and any Restricted Subsidiary, including pursuant to the Management Agreement, if any; (f) to the extent permitted by Sections 6.4(g)(i), payments by any Borrower, Holdings, and any Restricted Subsidiary pursuant to tax sharing agreements among any such Persons on customary terms business to the extent attributable to the ownership or operation of such Persons; the Borrower and its Subsidiaries, (gj) Holdings, the Borrowers and the Targets may consummate transactions pursuant to agreements in existence on the Closing Date Acquisition and set forth on Schedule 7.08 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in accordance any material respect, (k) customary payments by the Borrower and any of its Subsidiaries to the Investors 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 Closing Date Acquisition Documents majority of the members of the board of directors or managers or a majority of the disinterested members of the board of directors or managers of the Borrower, in good faith, (l) payments by the Borrower or any of its Subsidiaries pursuant to any tax sharing agreements with any direct or indirect parent of the Borrower to the extent attributable to the ownership or operation of the Borrower and pay fees and expenses related thereto; and the Subsidiaries, but only to the extent permitted by Section 7.06(g)(iii), (hm) the issuance or transfer of Equity Interests (that are not other than Disqualified Equity Interests) of Holdings to any officerPermitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any Affiliate of Holdings, Holdings’ general partner, LLC Subsidiary or any of the Restricted foregoing) of the Borrower, any of its Subsidiaries or any direct or indirect parent thereof, (n) transactions with customers, clients, joint venture partners, suppliers or purchasers or sellers of Holdings goods or LLC Subsidiaryservices, 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, 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) any payments required to be made pursuant to the Original Acquisition Agreement and (p) any termination fees payable pursuant to the Investor Management Agreement not to exceed the amount set forth in the Investor Management Agreement as in effect on the Original Closing Date.

Transactions with Affiliates. Enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, the rendering of any service or the payment of any advisory, consulting and/or management fee) kind with any Affiliate of Holdingsthe Company, on terms that are less favorable to Holdingswhether or not in the ordinary course of business, any Borrower or any of the Restricted Subsidiaries, as the case may be, other than those that would reasonably be expected to be obtained at the time from a Person who is not such an Affiliate in a comparable arms-length transaction; provided that the foregoing restriction shall not apply to: (a) transactions among Loan Parties or any transaction among Holdings, any Borrower and any wholly owned Restricted Subsidiary not otherwise prohibited hereby (including or any Person entity that becomes a wholly owned Restricted Subsidiary as a result of such transaction, (b) on terms substantially as favorable to Holdings, the Company or such Restricted Subsidiary as would be obtainable by Holdings, the Company or such Restricted Subsidiary at the time in a comparable arm’s-length transaction with a Person other than an Affiliate, (c) the payment of fees and expenses related to the Transaction, (d) the issuance of Equity Interests to the management of the Company or any of its Subsidiaries in connection with such transaction); the Transaction, (be) reasonable the payment of management and customary monitoring fees to the Sponsors in an aggregate amount in any fiscal year not to exceed the amount permitted to be paid pursuant to the Sponsor Management Agreement as in effect on the Closing Date and any Sponsor Termination Fees not to exceed the amount set forth in the Sponsor Management Agreement as in effect on the Closing Date and related indemnities provided to, and reasonable and customary fees and reimbursements paid toexpenses, members of the Board of Directors of Holdings, Holdings’ general partner, any Borrower and any Restricted Subsidiary; (c) reasonable and customary employment, compensation and severance arrangements for officers and other employees of Holdings, any Borrower and any Restricted Subsidiary entered into in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements; (df) equity issuances, repurchases, redemptions, retirements or other acquisitions or retirement retirements of Equity Interests by Holdings permitted under Section 7.06, (g) loans and other transactions by Holdings, the Company and the Restricted Payments Subsidiaries to the extent permitted under Section 6.4 this Article 7, (h) employment and loans and other transactions by and among severance arrangements between Holdings, any Borrower and/or one or more the Company and the Restricted Subsidiaries to and their respective officers and employees in the extent otherwise permitted underordinary course of business, and subject to the limitations otherwise contained in, Section 6; (e) (i) so long as no Event of Default has occurred payments by Holdings (and is continuingany direct or indirect parent thereof), the payment of management, monitoring, consulting, advisory Company and other fees (including transaction and termination fees), in each case, the Restricted Subsidiaries pursuant to the Management Agreement (without giving effect to any changes thereto after the Closing Date that are materially adverse to the interests of the Agents or the Lenders as reasonably determined by the Administrative Agent (it being understood and agreed that any increase in management, monitoring, consulting, advisory and other fees (including transaction and termination fees) shall be deemed to be materially adverse to the interests of the Agents or the Lenders)); provided that, for the avoidance of doubt, upon the occurrence and during the continuance of an 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 (ii) indemnifications and reimbursement of expenses of the Sponsor and its Affiliates in connection with management, monitoring, consulting and advisory services provided by them to Holdings, any Borrower and any Restricted Subsidiary, including pursuant to the Management Agreement, if any; (f) to the extent permitted by Sections 6.4(g)(i), payments by any Borrower, Holdings, and any Restricted Subsidiary pursuant to tax sharing agreements among Holdings (and any such Persons parent thereof), the Company and the Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of such Persons; the Company and the Restricted Subsidiaries, (gj) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, officers and employees of Holdings, the Borrowers Company and the Targets may consummate Restricted Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of Holdings, the Company and the Restricted Subsidiaries, (k) transactions pursuant to permitted agreements in existence on the Closing Date Acquisition and set forth on Schedule 7.08 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in accordance with the Closing Date Acquisition Documents any material respect, (l) dividends, redemptions and pay fees and expenses related thereto; and repurchases permitted under Section 7.06, (hm) the issuance of Equity Interests (that are not Disqualified Equity Interests) to any officer, director, manager, employee or consultant of customary payments by Holdings, Holdings’ general partnerthe Company and any Restricted Subsidiaries to the Sponsors made for any financial advisory, LLC Subsidiary financing, underwriting or any 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 Restricted Subsidiaries members of the board of directors or any direct or indirect parent a majority of the disinterested members of the board of directors of Holdings or LLC Subsidiarythe Company, in good faith and (n) the entry into the AS Separation Documents, provided that such agreements are in form and substance customary for agreements entered into in connection with similar spin-off transactions, and (o) transactions between Holdings and its Subsidiaries, on the one hand, and AS Spinco and its Subsidiaries, on the other hand, pursuant to such AS Separation Documents (or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect) as in effect on the AS Separation Date.

Transactions with Affiliates. Enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, the rendering of any service or the payment of any advisory, consulting and/or management fee) kind with any Affiliate of Holdingsthe Company, on terms that are less favorable to Holdingswhether or not in the ordinary course of business, any Borrower or any of the Restricted Subsidiaries, as the case may be, than those that would reasonably be expected to be obtained at the time from a Person who is not such an Affiliate in a comparable arms-length transaction; provided that the foregoing restriction shall not apply toother than: (a) transactions between or among the Company or any transaction among Holdings, any Borrower and any wholly owned Restricted Subsidiary not otherwise prohibited hereby (including or any Person entity that becomes a wholly owned Restricted Subsidiary as a result of or in connection with such transaction); (b) reasonable and customary indemnities provided to, and reasonable and customary fees and reimbursements paid to, members of transactions on terms not less favorable to the Board of Directors of Holdings, Holdings’ general partner, any Borrower and any Company or such Restricted SubsidiarySubsidiary as would be obtainable by the Company or such Restricted Subsidiary at the time in a comparable arm’s-length transaction with a Person other than an Affiliate; (c) reasonable the Transaction and customary employment, compensation the payment of fees and severance arrangements for officers and other employees of Holdings, any Borrower and any Restricted Subsidiary entered into in expenses related to the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangementsTransaction; (d) equity issuances, repurchases, redemptions, retirements or other acquisitions or retirement the issuance of Equity Interests and other Restricted Payments to any officer, director, employee or consultant of the extent permitted under Section 6.4 and loans and other transactions by and among Holdings, Company or any Borrower and/or one of its Subsidiaries or more Restricted Subsidiaries to any direct or indirect parent of the extent otherwise permitted under, and subject to Company in connection with the limitations otherwise contained in, Section 6Transaction; (e) (i) so long as no Event of Default has occurred and is continuing, the payment of management, monitoringadvisory, consulting, advisory and other fees (including refinancing, subsequent transaction and termination fees), exit fees to the Sponsor in each case, an aggregate amount in any fiscal year not to exceed the amount permitted to be paid pursuant to the Sponsor Management Agreement (without giving as in effect on the date hereof and any Sponsor Termination Fees not to any changes thereto after exceed the Closing Date that are materially adverse to amount set forth in the interests of Sponsor Management Agreement as in effect on the Agents or the Lenders as reasonably determined by the Administrative Agent (it being understood date hereof and agreed that any increase in management, monitoring, consulting, advisory related indemnities and other fees (including transaction and termination fees) shall be deemed to be materially adverse to the interests of the Agents or the Lenders))reasonable expenses; provided that, for the avoidance of doubt, upon the occurrence and during the continuance of an Event of Default, 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 (ii) indemnifications and reimbursement of expenses of the Sponsor and its Affiliates in connection with management, monitoring, consulting and advisory services provided by them to Holdings, any Borrower and any Restricted Subsidiary, including pursuant to the Management Agreement, if any; (f) equity issuances, repurchases, redemptions, retirements or other acquisitions or retirements of Equity Interests by the Company or any Restricted Subsidiary permitted under Section 7.06; (g) loans and other transactions by and among the Company and/or one or more Subsidiaries to the extent permitted under this Article VII; (h) employment and severance arrangements between the Company or any of 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; (i) to the extent permitted by Sections 6.4(g)(i7.06(g)(i) and (iii), payments by any Borrower, Holdings, the Lead Borrower (and any direct or indirect parent thereof) and its Restricted Subsidiary Subsidiaries pursuant to the tax sharing agreements among the Lead Borrower (and any such Persons direct or indirect parent thereof) and its Subsidiaries on customary terms to the extent attributable to the ownership or operation of such Personsthe Company and its Subsidiaries; (gj) Holdings, the Borrowers and the Targets may consummate the Closing Date Acquisition in accordance with the Closing Date Acquisition Documents and pay payment of customary fees and expenses related thereto; and (h) the issuance reasonable out of Equity Interests (that are not Disqualified Equity Interests) to any officerpocket costs to, directorand indemnities provided on behalf of, managerdirectors, employee or consultant of Holdingsofficers, Holdings’ general partner, LLC Subsidiary or any employees and consultants of the Company and its Restricted Subsidiaries or any direct or indirect parent of Holdings the Company in the ordinary course of business to the extent attributable to the ownership or LLC operation of the Company and its Restricted Subsidiaries; (k) transactions pursuant to permitted agreements in existence on the Closing Date and set forth on Schedule 7.08 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect; (l) dividends permitted under Section 7.06; (m) customary payments by the Company and any Restricted Subsidiaries 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, as applicable pursuant to requirements of law or the relevant constituent documents of the Company or such Restricted Subsidiary, 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 Lead Borrower in good faith and such payments shall not exceed 1% of the transaction value for each such transaction; and (n) transactions entered into by an Unrestricted Subsidiary with an Affiliate prior to the redesignation of any such Unrestricted Subsidiary as a Restricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary.”

Transactions with Affiliates. Enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, the rendering of any service or the payment of any advisory, consulting and/or management fee) kind with any Affiliate of Holdingsthe Borrower, on terms that are less favorable to Holdingswhether or not in the ordinary course of business, any Borrower or any of the Restricted Subsidiaries, as the case may be, than those that would reasonably be expected to be obtained at the time from a Person who is not such an Affiliate in a comparable arms-length transaction; provided that the foregoing restriction shall not apply toother than: (a) transactions between or among the Borrower or any transaction among Holdings, any Borrower and any wholly owned Restricted Subsidiary not otherwise prohibited hereby (including or any Person entity that becomes a wholly owned Restricted Subsidiary as a result of or in connection with such transaction); (b) reasonable and customary indemnities provided to, and reasonable and customary fees and reimbursements paid to, members of transactions on terms not less favorable to the Board of Directors of Holdings, Holdings’ general partner, any Borrower and any or such Restricted SubsidiarySubsidiary 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 an Affiliate; (c) reasonable the Transaction and customary employment, compensation the payment of fees and severance arrangements for officers and other employees of Holdings, any Borrower and any Restricted Subsidiary entered into in expenses related to the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangementsTransaction; (d) equity issuances, repurchases, redemptions, retirements or other acquisitions or retirement retirements of Equity Interests and other by the Borrower or any Restricted Payments to the extent Subsidiary permitted under Section 6.4 and loans 7.06; (e) loans, Investments and other transactions by and among Holdings, any the Borrower and/or one or more Restricted Subsidiaries and joint ventures to the extent otherwise permitted under, and subject to the limitations otherwise contained in, Section 6; (e) (i) so long as no Event of Default has occurred and is continuing, the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees), in each case, pursuant to the Management Agreement (without giving effect to any changes thereto after the Closing Date that are materially adverse to the interests of the Agents or the Lenders as reasonably determined by the Administrative Agent (it being understood and agreed that any increase in management, monitoring, consulting, advisory and other fees (including transaction and termination fees) shall be deemed to be materially adverse to the interests of the Agents or the Lenders)); provided that, for the avoidance of doubt, upon the occurrence and during the continuance of an 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 (ii) indemnifications and reimbursement of expenses of the Sponsor and its Affiliates in connection with management, monitoring, consulting and advisory services provided by them to Holdings, any Borrower and any Restricted Subsidiary, including pursuant to the Management Agreement, if anyunder this Article VII; (f) to employment and severance arrangements between the extent permitted Borrower or any of its Subsidiaries and their respective officers and employees in the ordinary course of business as determined in good faith by Sections 6.4(g)(i), payments by any Borrower, Holdings, the board of directors or senior management of the relevant Person and any Restricted Subsidiary transactions pursuant to tax sharing agreements among any such Persons on customary terms to the extent attributable to the ownership or operation of such Personsstock option plans and employee benefit plans and arrangements; (g) Holdingsthe payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, officers, employees and consultants of the Borrowers Borrower and its Restricted Subsidiaries in the Targets may consummate ordinary course of business; (h) transactions pursuant to permitted agreements in existence on the Closing Date Acquisition and set forth on Schedule 7.08 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in accordance with the Closing Date Acquisition Documents and pay fees and expenses related theretoany material respect; (i) dividends permitted under Section 7.06; and (hj) the issuance of Equity Interests (that are not Disqualified of the Borrower, including the issuance of such Equity Interests) Interests to any officer, director, manager, employee or consultant of Holdings, Holdings’ general partner, LLC Subsidiary the Borrower or any of the Restricted Subsidiaries or any direct or indirect parent of Holdings or LLC Subsidiaryits Subsidiaries.

Transactions with Affiliates. Enter into Except for transactions by or permit to exist among Loan Parties, sell or transfer any transaction (including the purchaseproperty or assets to, saleor purchase or acquire any property or assets from, lease or exchange of otherwise engage in any property, the rendering of any service or the payment of any advisory, consulting and/or management fee) with any Affiliate of Holdings, on terms that are less favorable to Holdingsother transactions with, any Borrower or any of the Restricted Subsidiariesits Affiliates, as the case may be, than those that would reasonably be expected to be obtained at the time from a Person who is not such an Affiliate in a comparable arms-length transaction; provided that the foregoing restriction shall not apply toexcept: (a) Holdings or any transaction among Holdings, Subsidiary may engage in any Borrower of the foregoing transactions at prices and any wholly owned Restricted on terms and conditions not less favorable to Holdings or such Subsidiary not otherwise prohibited hereby (including any Person that becomes a wholly owned Restricted Subsidiary as a result of or in connection with such transaction)than could be obtained on an arm’s-length basis from unrelated third parties; (b) reasonable Holdings and customary indemnities provided to, and reasonable and customary its Subsidiaries may pay fees and reimbursements paid to, members of the Board of Directors of Holdings, Holdings’ general partner, any Borrower and any Restricted Subsidiary; (c) reasonable and customary employment, compensation and severance arrangements for officers and other employees of Holdings, any Borrower and any Restricted Subsidiary entered into in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements; (d) equity issuances, repurchases, redemptions, retirements or other acquisitions or retirement of Equity Interests and other Restricted Payments to the extent permitted under Section 6.4 and loans and other transactions by and among Holdings, any Borrower and/or one or more Restricted Subsidiaries to the extent otherwise permitted under, and subject to the limitations otherwise contained in, Section 6; (e) (i) so long as no Event of Default has occurred under clauses (g)(i) and (h) of Article VII) and pay, expenses and make indemnification payments to the Sponsor pursuant to and in accordance with the Sponsor Agreement; provided, that no Event of Default under clauses (g)(i) or (h) of Article VII has occurred and is continuing, ; (c) the payment of management, monitoring, consulting, advisory fees and other expenses in connection with the consummation of the Transaction; (d) issuances by Holdings and the Subsidiaries of Equity Interests not prohibited under this Agreement; (e) customary fees (including transaction payable to any directors of Holdings and termination fees)Parent and reimbursement of reasonable out-of-pocket costs of the directors of Holdings and Parent, in the case of Parent to the extent attributable to the operations of Holdings and its Subsidiaries); (f) employment and severance arrangements entered into by Holdings and its Subsidiaries with their officers and employees in the ordinary course of business; (g) payments by Holdings and its Subsidiaries to each case, other pursuant to tax sharing agreements among Holdings and its Subsidiaries on customary terms; (h) the Management Agreement payment of customary fees and indemnities to directors, officers and employees of Holdings and its Subsidiaries in the ordinary course of business; (without giving effect i) transactions pursuant to any changes thereto after permitted agreements in existence on the Closing Date that are materially and set forth on Schedule 6.07 or any amendment thereto to the extent such an amendment is not adverse to the interests of the Agents or the Lenders as reasonably determined in any material respect; (j) Restricted Payments permitted under Section 6.06; (k) payments by the Administrative Agent (it being understood Holdings and agreed that any increase in management, monitoring, consulting, advisory and other fees (including transaction and termination fees) shall be deemed to be materially adverse its Subsidiaries to the interests Sponsor made for any customary financial advisory, financing, underwriting or placement services or in respect of the Agents or the Lenders)); provided thatother investment banking activities, for the avoidance of doubt, upon the occurrence and during the continuance of an 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 (ii) indemnifications and reimbursement of expenses of the Sponsor and its Affiliates including in connection with managementacquisitions or divestitures, monitoring, consulting and advisory services provided which payments are approved by them to a majority of the board of directors of Holdings, any Borrower and any Restricted Subsidiary, including pursuant to the Management Agreement, if any;in good faith; and (fl) loans and other transactions among Holdings and its Subsidiaries to the extent permitted by Sections 6.4(g)(i), payments by any Borrower, Holdings, and any Restricted Subsidiary pursuant to tax sharing agreements among any such Persons on customary terms to the extent attributable to the ownership or operation of such Persons; (g) Holdings, the Borrowers and the Targets may consummate the Closing Date Acquisition in accordance with the Closing Date Acquisition Documents and pay fees and expenses related thereto; and (h) the issuance of Equity Interests (that are not Disqualified Equity Interests) to any officer, director, manager, employee or consultant of Holdings, Holdings’ general partner, LLC Subsidiary or any of the Restricted Subsidiaries or any direct or indirect parent of Holdings or LLC Subsidiaryunder this Article VI.

Transactions with Affiliates. Enter The Borrower shall not, nor shall the Borrower permit any of the Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, the rendering of any service or the payment of any advisory, consulting and/or management fee) kind with any Affiliate of Holdingsthe Borrower, on terms that are less favorable to Holdingswhether or not in the ordinary course of business, any Borrower or any of the Restricted Subsidiaries, as the case may be, other than those that would reasonably be expected to be obtained at the time from a Person who is not such an Affiliate in a comparable arms-length transaction; provided that the foregoing restriction shall not apply to: (a) any transaction loans and other transactions among Holdings, any the Borrower and its Restricted Subsidiaries or any wholly owned Restricted Subsidiary not otherwise prohibited hereby (including any Person entity that becomes a wholly owned Restricted Subsidiary as a result of such loan or other transaction to the extent permitted under this Article VII, (b) on terms 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 an Affiliate, (c) the Transactions and the payment of Transaction Expenses as part of or in connection with such the Transactions, (d) so long as no Event of Default under Sections 8.01(a) or (f) has occurred and is continuing, the payment of management, monitoring, consulting, transaction); (b) reasonable , termination and customary advisory fees in an aggregate amount pursuant to the Investor Management Agreement and related indemnities provided to, and reasonable expenses, (e) Restricted Payments permitted under Section 7.06 and customary fees and reimbursements paid toInvestments permitted under Section 7.02, members of the Board of Directors of Holdings, Holdings’ general partner, any Borrower and any Restricted Subsidiary; (cf) reasonable and customary employment, compensation employment and severance arrangements for between the Borrower and its Restricted Subsidiaries and their respective officers and other employees of Holdings, any Borrower and any Restricted Subsidiary entered into in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements; arrangements in the ordinary course of business, (dg) equity issuances, repurchases, redemptions, retirements or other acquisitions or retirement of Equity Interests and other Restricted Payments to the extent permitted under Section 6.4 and loans and other transactions by and among Holdings, any Borrower and/or one or more Restricted Subsidiaries to the extent otherwise permitted under, and subject to the limitations otherwise contained in, Section 6; (e) (i) so long as no Event of Default has occurred and is continuing, the payment of managementcustomary fees and reasonable out of pocket costs to, monitoringand indemnities provided on behalf of, consultingdirectors, advisory managers, officers, employees and other fees (including transaction and termination fees), in each case, pursuant to the Management Agreement (without giving effect to any changes thereto after the Closing Date that are materially adverse to the interests consultants of the Agents Borrower and its Restricted Subsidiaries (or the Lenders as reasonably determined by the Administrative Agent (it being understood and agreed that any increase in management, monitoring, consulting, advisory and other fees (including transaction and termination fees) shall be deemed to be materially adverse to the interests direct or indirect parent of the Agents or Borrower) in the Lenders)); provided that, for the avoidance ordinary course of doubt, upon the occurrence and during the continuance of an 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 (ii) indemnifications and reimbursement of expenses of the Sponsor and its Affiliates in connection with management, monitoring, consulting and advisory services provided by them to Holdings, any Borrower and any Restricted Subsidiary, including pursuant to the Management Agreement, if any; (f) to the extent permitted by Sections 6.4(g)(i), payments by any Borrower, Holdings, and any Restricted Subsidiary pursuant to tax sharing agreements among any such Persons on customary terms business to the extent attributable to the ownership or operation of such Persons; the Borrower and its Restricted Subsidiaries, (gh) Holdings, the Borrowers and the Targets may consummate transactions pursuant to agreements in existence on the Closing Date Acquisition and set forth on Schedule 7.08 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in accordance any material respect, (i) customary payments by the Borrower and any of its Restricted Subsidiaries to the Investors 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 a majority of the Closing Date Acquisition Documents members of the board of directors or managers or a majority of the disinterested members of the board of directors or managers of the Borrower, in good faith, (j) payments by the Borrower or any of its Subsidiaries pursuant to any tax sharing agreements with any direct or indirect parent of the Borrower to the extent attributable to the ownership or operation of the Borrower and pay fees and expenses related thereto; and its Subsidiaries, but only to the extent permitted by Section 7.06(i)(iii), (hk) the issuance or transfer of Equity Interests (that are not other than Disqualified Equity Interests) of Holdings to any officerPermitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any Affiliate of Holdings, Holdings’ general partner, LLC Subsidiary or any of the Restricted foregoing) of the Borrower, any of its Subsidiaries or any direct or indirect parent thereof, (l) [reserved], (m) Permitted Intercompany Activities or (n) a joint venture which would constitute a transaction with an Affiliate solely as a result of Holdings the Borrower or LLC Subsidiaryany Restricted Subsidiary owning an equity interest or otherwise controlling such joint venture or similar entity.

Transactions with Affiliates. Enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, the rendering of any service or the payment of any advisory, consulting and/or management fee) kind with any Affiliate of Holdingsthe Borrower, on terms that are less favorable to Holdingswhether or not in the ordinary course of business, any other than: (a) transactions between or among the Borrower or any of the Restricted Subsidiaries, as the case may be, than those that would reasonably be expected to be obtained at the time from a Person who is not such an Affiliate in a comparable arms-length transaction; provided that the foregoing restriction shall not apply to: (a) Subsidiaries or any transaction among Holdings, any Borrower and any wholly owned Restricted Subsidiary not otherwise prohibited hereby (including any Person entity that becomes a wholly owned Restricted Subsidiary as a result of or in connection with such transaction); (b) reasonable and customary indemnities provided to, and reasonable and customary fees and reimbursements paid to, members of transactions on terms substantially as favorable to the Board of Directors of Holdings, Holdings’ general partner, any Borrower and any or such Restricted SubsidiarySubsidiary 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 an Affiliate; (c) reasonable the Transaction and customary the payment of fees and expenses (including the Transaction Expenses) related to the Transaction; (d) [Reserved]; (e) the payment of management, consulting, monitoring, advisory and other fees, indemnities and expenses to the Sponsor pursuant to the Sponsor Management Agreement (plus any unpaid management, consulting, monitoring, advisory and other fees, indemnities and expenses accrued in any prior year) and any Sponsor Termination Fees pursuant to the Sponsor Management Agreement; (f) employment, compensation severance and severance other similar arrangements for between Holdings, the Borrower and the Restricted Subsidiaries and their respective officers and other employees of Holdings, any Borrower and any Restricted Subsidiary entered into in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements; (dg) equity issuancesthe non-exclusive licensing of trademarks, repurchases, redemptions, retirements copyrights or other acquisitions IP Rights in the ordinary course of business to permit the commercial exploitation of IP Rights between or retirement of Equity Interests among Affiliates and other Restricted Payments to the extent permitted under Section 6.4 and loans and other transactions by and among Holdings, any Borrower and/or one or more Restricted Subsidiaries to the extent otherwise permitted under, and subject to the limitations otherwise contained in, Section 6; (e) (i) so long as no Event of Default has occurred and is continuing, the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees), in each case, pursuant to the Management Agreement (without giving effect to any changes thereto after the Closing Date that are materially adverse to the interests of the Agents or the Lenders as reasonably determined by the Administrative Agent (it being understood and agreed that any increase in management, monitoring, consulting, advisory and other fees (including transaction and termination fees) shall be deemed to be materially adverse to the interests of the Agents or the Lenders)); provided that, for the avoidance of doubt, upon the occurrence and during the continuance of an 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 (ii) indemnifications and reimbursement of expenses of the Sponsor and its Affiliates in connection with management, monitoring, consulting and advisory services provided by them to Holdings, any Borrower and any Restricted Subsidiary, including pursuant to the Management Agreement, if anyBorrower; (f) to the extent permitted by Sections 6.4(g)(i), payments by any Borrower, Holdings, and any Restricted Subsidiary pursuant to tax sharing agreements among any such Persons on customary terms to the extent attributable to the ownership or operation of such Persons; (g) Holdings, the Borrowers and the Targets may consummate the Closing Date Acquisition in accordance with the Closing Date Acquisition Documents and pay fees and expenses related thereto; and (h) the issuance payment of Equity Interests (that are not Disqualified Equity Interests) to any officercustomary fees and reasonable out-of-pocket costs to, directorand indemnities provided on behalf of, managerdirectors, employee or consultant officers and employees of Holdings, Holdings’ general partner, LLC Subsidiary or any of Holdings and the Restricted Subsidiaries or any direct or indirect parent of Holdings in the ordinary course of business to the extent attributable to the ownership or LLC Subsidiaryoperation of the Borrower and the Restricted Subsidiaries; (i) any agreement, instrument or arrangement as in effect as of the Restatement Effective Date and set forth on Schedule 9.8, or any amendment thereto (so long as any such amendment is not adverse to the Lenders in any material respect as compared to the applicable agreement as in effect on the Restatement Effective Date); (j) Restricted Payments permitted under Section 9.6; (k) customary payments by the Borrower and any of the Restricted Subsidiaries 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 majority of the members of the board of directors or a majority of the disinterested members of the board of directors of Holdings in good faith; (l) transactions in which the Borrower or any of the Restricted Subsidiaries, 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 (b) of this Section 9.8; (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 or distributees of any of the foregoing) of the Borrower, any of its Subsidiaries or any direct or indirect parent thereof to the extent otherwise permitted by this Agreement and to the extent such issuance or transfer would not give rise to a Change of Control; (n) investments by the Sponsor or the Co-Investors in securities of Holdings, the Borrower or any of the Restricted Subsidiaries so long as (A) the investment is being offered generally to other investors on the same or more favorable terms and (B) the investment constitutes less than 5.00% of the proposed or outstanding issue amount of such class of securities; (o) 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 Subsidiary in such Joint Venture) in the ordinary course of business to the extent otherwise permitted under Section 9.2; (p) the payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to shareholders of Holdings or any direct or indirect parent thereof pursuant to the stockholders agreement or the registration and participation rights agreement entered into on the Effective Date in connection therewith; and (q) the payment of any dividend or distribution within sixty (60) days after the date of declaration thereof, if at the date of declaration (i) such payment would have complied with the provisions of this Agreement and (ii) no Event of Default occurred and was continuing.

Transactions with Affiliates. Enter into or permit Conduct, and cause each of its Subsidiaries to exist any transaction (including conduct, all transactions otherwise permitted under the purchase, sale, lease or exchange of any property, the rendering of any service or the payment of any advisory, consulting and/or management fee) Loan Documents with any Affiliate of Holdings, its Affiliates on terms that are fair and reasonable and, when taken as a whole, substantially no less favorable to Holdings, any the Parent Borrower or any of the Restricted Subsidiaries, as the case may be, and its Subsidiaries than those that they would reasonably be expected to be obtained at the time from a Person who is not such an Affiliate obtain in a comparable armsarm’s-length transaction; provided transaction with a Person that is not an Affiliate, other than the foregoing restriction shall not apply tofollowing: (a) any transaction transactions between and among Holdingsthe Company (until the Post-Closing Distribution), any the Parent Borrower and any wholly owned Restricted Subsidiary not otherwise prohibited hereby its Subsidiaries (including any Person that becomes a wholly owned Restricted Subsidiary as a result of or in connection with such transaction) and between and among the Subsidiaries of the Parent Borrower (including any Person that becomes a Subsidiary as a result of such transaction); (b) reasonable and customary indemnities provided to, and reasonable and customary fees and reimbursements paid to, members of the Board of Directors of Holdings, Holdings’ general partner, any Borrower and any Restricted Subsidiary; (c) reasonable and customary employment, compensation and severance arrangements for officers and other employees of Holdings, any Borrower and any Restricted Subsidiary entered into transfer pricing transactions in the ordinary course of business on terms providing for the Opco Borrower and its Subsidiaries to recover, in the aggregate, their costs (plus any arm’s length profit mark-up) in respect of any transferred product; (c) transactions pursuant to stock option plans permitted under this Agreement, including, without limitation, any transactions permitted under Section 6.04, Dispositions permitted under Section 6.05, Investments permitted under Section 6.06, and employee benefit plans and arrangementsRestricted Payments permitted under 6.07; (d) equity issuances, repurchases, redemptions, retirements customary transactions with (including any Investment in or other acquisitions or retirement relating to) any Receivables Subsidiary as part of Equity Interests and other Restricted Payments to the extent permitted under Section 6.4 and loans and other transactions by and among Holdings, any Borrower and/or one or more Restricted Subsidiaries to the extent otherwise permitted under, and subject to the limitations otherwise contained in, Section 6Receivables Facility; (e) transactions with Affiliates for the purchase, sale, or lease of goods in the ordinary course of business for less than fair market value, but for not less than cost; (f) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, equity purchase agreements, stock options and stock ownership plans approved by the board of directors of the Parent Borrower; (g) the payment of fees, advances, reasonable out-of-pocket costs and indemnities to directors, officers, consultants and employees of the Parent Borrower and any of its Subsidiaries in the ordinary course of business; (h) the Parent Borrower or any Subsidiary may make equity contributions, and/or intercompany loans that have below market interest rates, to any Subsidiary, so long as any such intercompany loan is payable upon demand and this Agreement does not otherwise prohibit any such equity contribution or intercompany loan; (i) so long (A) any employment agreements entered into by the Parent Borrower or any of its Subsidiaries in the ordinary course of business, (B) 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 (C) 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; (j) transactions between the Parent Borrower or any of its Subsidiaries and any Person, a director of which is also a director of the Parent Borrower or any Subsidiary of the Parent Borrower; provided, however, that (i) such director abstains from voting as no Event a director of Default has occurred the Parent Borrower or the applicable Subsidiary on any matter involving such other Person and (ii) such Person is continuingnot an Affiliate of the Parent Borrower or any Subsidiary for any reason other than such director’s acting in such capacity; (k) transactions, agreements and arrangements in existence or committed, or anticipated to exist in the payment of managementfuture, monitoringas set forth on Schedule 5.09, consulting, advisory and other fees (including transaction and termination fees)and, in each case, pursuant any amendment thereto or replacement thereof or similar arrangement to the Management Agreement extent such amendment, replacement or arrangement is not adverse to the Lenders when taken as a whole in any material respect (without giving effect as determined by the Parent Borrower in good faith); (l) transactions for cash management and other management services for Subsidiaries on customary terms; and (m) the Spin-Off Transactions to any changes thereto after the Closing extent (i) described in the Registration Statement, (ii) otherwise disclosed in writing by the Parent Borrower to the Administrative Agent and the Lenders prior to the Effective Date that are and (x) filed by the Parent Borrower with the SEC and/or (y) obtained by the Company or the Parent Borrower from the IRS or (iii) not materially adverse to the interests of the Agents or the Lenders as reasonably determined by the Administrative Agent (it being understood and agreed that any increase in management, monitoring, consulting, advisory and other fees (including transaction and termination fees) shall be deemed to be materially adverse to the interests of the Agents or the Lenders)). Nothing in this Section 5.09 shall impair or prevent any allocation of expenses among the Parent Borrower and its Subsidiaries; provided that, for the avoidance of doubt, upon the occurrence and during the continuance of an Event of Default, that 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 (ii) indemnifications and reimbursement of expenses of the Sponsor and its Affiliates in connection with management, monitoring, consulting and advisory services provided by them to Holdings, any Borrower and any Restricted Subsidiary, including pursuant to the Management Agreement, if any; (f) to the extent permitted by Sections 6.4(g)(i), payments by any Borrower, Holdings, and any Restricted Subsidiary pursuant to tax sharing agreements among any such Persons allocation is made on customary terms to the extent attributable to the ownership or operation of such Persons; (g) Holdings, the Borrowers and the Targets may consummate the Closing Date Acquisition in accordance with the Closing Date Acquisition Documents and pay fees and expenses related thereto; and (h) the issuance of Equity Interests (that are not Disqualified Equity Interests) to any officer, director, manager, employee or consultant of Holdings, Holdings’ general partner, LLC Subsidiary or any of the Restricted Subsidiaries or any direct or indirect parent of Holdings or LLC Subsidiarya reasonable basis.

Transactions with Affiliates. Enter into or Until the Rollover Date, the Borrower will not, and will not permit to exist any transaction (including the purchaseof its Subsidiaries to, salesell, lease or exchange of otherwise transfer any propertyProperty to, the rendering of or purchase, lease or otherwise acquire any service Property from, or the payment of otherwise engage in any advisory, consulting and/or management fee) with any Affiliate of Holdings, on terms that are less favorable to Holdingsother transactions with, any Borrower or any of the Restricted Subsidiariesits Affiliates, as the case may be, than those that would reasonably be expected to be obtained at the time from a Person who is not such an Affiliate in a comparable arms-length transaction; provided that the foregoing restriction shall not apply toexcept: (a) any transaction transactions at prices and on terms and conditions substantially as favorable to the Borrower or such Subsidiary (in the good faith determination of the Borrower) as could reasonably be obtained on an arm’s-length basis from unrelated third parties; (b) transactions between or among Holdings, any the Borrower and its Subsidiaries and any wholly owned Restricted Subsidiary not otherwise prohibited hereby (including any Person entity that becomes a wholly owned Restricted Subsidiary as a result of or in connection with such transaction); (b) reasonable and customary indemnities provided to, and reasonable and customary fees and reimbursements paid to, members of the Board of Directors of Holdings, Holdings’ general partner, transaction so long as such transaction does not involve any Borrower and any Restricted Subsidiaryother Affiliate; (c) reasonable the payment of customary compensation and customary benefits and reimbursements of out-of-pocket costs to, and the provision of indemnity on behalf of, directors, officers, consultants and employees of the Borrower or any Subsidiary and employment, compensation incentive, benefit, consulting and severance arrangements for officers and other employees of Holdings, any Borrower and any Restricted Subsidiary entered into in the ordinary course of business with officers, directors, consultants and transactions pursuant employees of the Borrower or its Subsidiaries; provided that during any period that the Borrower is a public company regulated by, and required to stock option plans and employee benefit plans and arrangementsfile regular periodic reports with, the SEC, any compensation paid to any director or executive officer of the Borrower or any Subsidiary which has been specifically approved by the Board of Directors of the Borrower (or by the Human Resources Committee of the Board of Directors of the Borrower or other committee responsible for such approval) during such period will be deemed to be reasonable for purposes of this clause (c); (d) equity issuances, repurchases, redemptions, retirements or other acquisitions or retirement of Equity Interests and other Restricted Payments to the extent permitted under Section 6.4 and loans and other transactions by and among Holdings, any Borrower and/or one or more Restricted Subsidiaries to the extent otherwise permitted under, and subject to the limitations otherwise contained in, Section 66.04; (e) (i) so long as no Event the issuance of Default has occurred and is continuing, the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees), in each case, pursuant to the Management Agreement (without giving effect to any changes thereto after the Closing Date that are materially adverse to the interests Qualified Equity Interests of the Agents Borrower and the granting of registration or the Lenders as reasonably determined by the Administrative Agent (it being understood and agreed that any increase in management, monitoring, consulting, advisory and other fees (including transaction and termination fees) shall be deemed to be materially adverse to the interests of the Agents or the Lenders)); provided that, for the avoidance of doubt, upon the occurrence and during the continuance of an 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 (ii) indemnifications and reimbursement of expenses of the Sponsor and its Affiliates customary rights in connection with management, monitoring, consulting and advisory services provided by them to Holdings, any Borrower and any Restricted Subsidiary, including pursuant to the Management Agreement, if anytherewith; (f) to transactions with joint ventures that are Affiliates solely as a result of the extent permitted by Sections 6.4(g)(i), payments by any Borrower, Holdings, and any Restricted Subsidiary pursuant to tax sharing agreements among any ’s or a Subsidiary’s Control over such Persons on customary terms to the extent attributable to the ownership or operation of such Personsjoint venture; (g) Holdingstransactions with landlords, customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the Borrowers ordinary course of business; (h) split-dollar life insurance agreements with Affiliates, so long as the aggregate amount of premiums payable by the Borrower during any fiscal year pursuant to such agreements shall not exceed $2,000,000 in the aggregate; (i) loans and advances to officers, directors, consultants and employees in the Targets may consummate the Closing Date Acquisition in accordance with the Closing Date Acquisition Documents and pay fees and expenses related theretoordinary course of business; and (hj) the issuance transactions effected as part of Equity Interests (that are not Disqualified Equity Interests) to any officer, director, manager, employee or consultant of Holdings, Holdings’ general partner, LLC Subsidiary or any of the Restricted Subsidiaries or any direct or indirect parent of Holdings or LLC Subsidiarya Permitted Receivables Facility with a Receivables Entity.

Transactions with Affiliates. Enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, the rendering of any service or the payment of any advisory, consulting and/or management fee) kind with any Affiliate of HoldingsCompany, on terms that are less favorable to Holdingswhether or not in the ordinary course of business, any Borrower or any of the Restricted Subsidiaries, as the case may be, other than those that would reasonably be expected to be obtained at the time from a Person who is not such an Affiliate in a comparable arms-length transaction; provided that the foregoing restriction shall not apply to: (a) transactions among Credit Parties or any transaction among Holdings, Subsidiary or any Borrower and any wholly owned Restricted Subsidiary not otherwise prohibited hereby (including any Person entity that becomes a wholly owned Restricted Subsidiary as a result of such transaction, (b) on terms substantially as favorable to Holdings, Company or such Subsidiary as would be obtainable by Holdings, Company or such Subsidiary at the time in a comparable arm’s-length transaction with a Person other than an Affiliate, (c) the payment of fees and expenses related to the Transaction, (d) the issuance of Equity Interests to the management of Company or any of its Subsidiaries in connection with such transaction); the Transaction, (be) reasonable the payment of management and customary monitoring fees to the Sponsors in an aggregate amount in any fiscal year not to exceed the amount permitted to be paid pursuant to the Sponsor Management Agreement as in effect on the Closing Date and any Sponsor Termination Fees not to exceed the amount set forth in the Sponsor Management Agreement as in effect on the Closing Date and related indemnities provided to, and reasonable and customary fees and reimbursements paid toexpenses, members of the Board of Directors of Holdings, Holdings’ general partner, any Borrower and any Restricted Subsidiary; (c) reasonable and customary employment, compensation and severance arrangements for officers and other employees of Holdings, any Borrower and any Restricted Subsidiary entered into in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements; (df) equity issuances, repurchases, redemptions, retirements or other acquisitions or retirement retirements of Equity Interests by Holdings permitted under Section 6.6, (g) loans and other Restricted Payments transactions by Holdings, Company and its Subsidiaries to the extent permitted under this Section 6.4 6, (h) employment and loans and other transactions by and among severance arrangements between Holdings, any Borrower and/or one or more Restricted Company and its Subsidiaries to and their respective officers and employees in the extent otherwise permitted underordinary course of business, and subject to the limitations otherwise contained in, Section 6; (e) (i) so long as no Event of Default has occurred and is continuing, the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees), in each case, pursuant to the Management Agreement (without giving effect to any changes thereto after the Closing Date that are materially adverse to the interests of the Agents or the Lenders as reasonably determined by the Administrative Agent (it being understood and agreed that any increase in management, monitoring, consulting, advisory and other fees (including transaction and termination fees) shall be deemed to be materially adverse to the interests of the Agents or the Lenders)); provided that, for the avoidance of doubt, upon the occurrence and during the continuance of an 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 (ii) indemnifications and reimbursement of expenses of the Sponsor and its Affiliates in connection with management, monitoring, consulting and advisory services provided by them to Holdings, any Borrower and any Restricted Subsidiary, including pursuant to the Management Agreement, if any; (f) to the extent permitted by Sections 6.4(g)(ilimiting Section 6.6(h), payments by any Borrower, Holdings, Holdings (and any Restricted Subsidiary direct or indirect parent thereof), Company and its Subsidiaries pursuant to the tax sharing agreements among Holdings (and any such Persons parent thereof), Company and its Subsidiaries on customary terms to the extent attributable to the ownership or operation of such Persons; Company and its Subsidiaries, (gj) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, officers and employees of Holdings, Company and its Subsidiaries in the Borrowers ordinary course of business to the extent attributable to the ownership or operation of Holdings, Company and the Targets may consummate its Subsidiaries, (k) transactions pursuant to permitted agreements in existence on the Closing Date Acquisition and set forth on Schedule 6.8 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in accordance with the Closing Date Acquisition Documents any material respect, (l) dividends, redemptions and pay fees repurchases permitted under Section 6.6, and expenses related thereto; and (hm) the issuance of Equity Interests (that are not Disqualified Equity Interests) to any officer, director, manager, employee or consultant of customary payments by Holdings, Holdings’ general partner, LLC Subsidiary or Company and any of its Subsidiaries to the Restricted Subsidiaries Sponsors made for any financial advisory, financing, underwriting or any direct placement services or indirect parent 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 Holdings or LLC SubsidiaryCompany, in good faith.

Transactions with Affiliates. Enter None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, the rendering of any service or the payment of any advisory, consulting and/or management fee) kind with any Affiliate of Holdingsa Covenant Party, on terms that are less favorable to Holdingswhether or not in the ordinary course of business, any Borrower or any of the Restricted Subsidiaries, as the case may be, other than those that would reasonably be expected to be obtained at the time from a Person who is not such an Affiliate in a comparable arms-length transaction; provided that the foregoing restriction shall not apply to: (a) transactions among any transaction among Holdings, Covenant Party and its Restricted Subsidiaries or any Borrower and any wholly owned Restricted Subsidiary not otherwise prohibited hereby (including any Person entity that becomes a wholly owned Restricted Subsidiary as a result of such transaction, (b) on terms substantially as favorable to such Covenant Party or such Restricted Subsidiary as would be obtainable by such Covenant Party or such Restricted Subsidiary at the time in a comparable arm’s-length transaction with a Person other than an Affiliate, (c) as part of or in connection with such transaction); the Transaction, (bd) reasonable the issuance of Equity Interests to the management of a Covenant Party or any of its Restricted Subsidiaries in connection with the Transaction, (e) the payment of management, transaction and customary monitoring fees in an aggregate amount not to exceed the amounts permitted to be paid pursuant to the Sponsor Management Agreements as in effect on the date hereof and related indemnities provided to, and reasonable and customary fees and reimbursements paid toexpenses, members of the Board of Directors of Holdings, Holdings’ general partner, any Borrower and any Restricted Subsidiary; (c) reasonable and customary employment, compensation and severance arrangements for officers and other employees of Holdings, any Borrower and any Restricted Subsidiary entered into in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements; (df) equity issuances, repurchases, redemptions, retirements or other acquisitions or retirement retirements of Equity Interests by the Covenant Parties permitted under Section 7.06, (g) loans and other transactions by any Covenant Party and its Restricted Payments Subsidiaries to the extent permitted under Section 6.4 this Article VII, (h) employment and loans severance arrangements between any Covenant Party and other transactions by and among Holdings, any Borrower and/or one or more its Restricted Subsidiaries to and their respective officers and employees in the extent otherwise permitted underordinary course of business, and subject to the limitations otherwise contained in, Section 6; (e) (i) so long as no Event of Default has occurred payments by any Covenant Party (and is continuing, the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees), in each case, any direct or indirect parent thereof) pursuant to the Management Agreement (without giving effect to any changes thereto after the Closing Date that are materially adverse to the interests of the Agents or the Lenders as reasonably determined by the Administrative Agent (it being understood and agreed that any increase in management, monitoring, consulting, advisory and other fees (including transaction and termination fees) shall be deemed to be materially adverse to the interests of the Agents or the Lenders)); provided that, for the avoidance of doubt, upon the occurrence and during the continuance of an 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 (ii) indemnifications and reimbursement of expenses of the Sponsor and its Affiliates in connection with management, monitoring, consulting and advisory services provided by them to Holdings, any Borrower and any Restricted Subsidiary, including pursuant to the Management Agreement, if any; (f) to the extent permitted by Sections 6.4(g)(i), payments by any Borrower, Holdings, and any Restricted Subsidiary pursuant to tax sharing agreements among such Covenant Party (and any such Persons parent thereof) and the Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of such Persons; Covenant Party and such Restricted Subsidiaries, (gj) Holdingsthe payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, officers and employees of any Covenant Party and its Restricted Subsidiaries in the Borrowers ordinary course of business to the extent attributable to the ownership or operation of such Covenant Party and the Targets may consummate its Restricted Subsidiaries, (k) transactions pursuant to agreements in existence on the Closing Date Acquisition in accordance with the Closing Date Acquisition Documents and pay fees and expenses related thereto; and (h) the issuance of Equity Interests (that are not Disqualified Equity Interests) to any officer, director, manager, employee or consultant of Holdings, Holdings’ general partner, LLC Subsidiary set forth on Schedule 7.08 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect, (l) dividends, redemptions and repurchases permitted under Section 7.06, (m) transactions in connection with a Permitted Receivables Financing, and (n) customary payments by any Covenant Party and any of its Restricted Subsidiaries to Valcon or the Sponsors 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 Restricted Subsidiaries members of the board of directors or any direct or indirect parent a majority of Holdings or LLC Subsidiarythe disinterested members of the board of directors of a Covenant Party, in good faith.

Transactions with Affiliates. Enter into or permit to exist any material transaction (including the purchase, sale, lease or exchange of any property, the rendering of any service or the payment of any advisory, consulting and/or management fee) kind with any Affiliate of Holdingsthe Borrower, whether or not in the ordinary course of business, other than on terms that are no less favorable to Holdings, any the Borrower or any of such Restricted Person as would be obtainable by the Borrower or such Restricted Subsidiaries, as the case may be, than those that would reasonably be expected to be obtained Person at the time from in an arm’s length transaction with a Person who is not such other than an Affiliate in a comparable arms-length transaction; Affiliate, provided that the foregoing restriction shall not apply to: to any of the following transactions: (a) any transaction transactions between or among Holdings, any the Borrower and any wholly owned Restricted Subsidiary not otherwise prohibited hereby (including of its Subsidiaries or between and among any Person that becomes a wholly owned Restricted Subsidiary as a result of or in connection with such transaction); Subsidiaries; (b) reasonable if and customary indemnities provided toto the extent any of them constitute transactions with Affiliates, transactions governed by the Amended and reasonable Restated Omnibus Agreement between Plains Resources Inc., the Borrower, Plains Marketing, GP LLC, Plains Marketing GP, Inc. and customary fees Plains Pipeline (and reimbursements paid tosuccessors of each) dated July 23, members 2004, as amended and in effect; or the Amended and Restated Crude Oil Marketing Agreement among Plains Resources Inc., Calumet Florida, LLC and Plains Marketing dated as of the Board of Directors of HoldingsJuly 23, Holdings’ general partner2004, any Borrower as amended and any Restricted Subsidiary; in effect, (c) reasonable and customary any employment, compensation and severance arrangements for officers and other employees of Holdingsequity award, any Borrower and any Restricted Subsidiary equity option or equity appreciation agreement or plan entered into by the Borrower or any of its Subsidiaries in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements; of the Borrower or such Subsidiary; (d) equity issuances, repurchases, redemptions, retirements or other acquisitions or retirement of Equity Interests and other Restricted Payments to the extent permitted under Section 6.4 and loans and other transactions by and among Holdings, any Borrower and/or one or more Restricted Subsidiaries to the extent otherwise permitted under, and subject to the limitations otherwise contained in, Section 6; (e) (i) so long as no Event of Default has occurred and is continuing, the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees), in each case, pursuant to the Management Agreement (without giving effect to any changes thereto after the Closing Date that are materially adverse to the interests of the Agents or the Lenders as reasonably determined by the Administrative Agent (it being understood and agreed that any increase in management, monitoring, consulting, advisory and other fees (including transaction and termination fees) shall be deemed to be materially adverse to the interests of the Agents or the Lenders)); provided that, for the avoidance of doubt, upon the occurrence and during the continuance of an 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 (ii) indemnifications and reimbursement of expenses of the Sponsor and its Affiliates in connection with management, monitoring, consulting and advisory services provided by them to Holdings, any Borrower and any Restricted Subsidiary, including pursuant to the Management Agreement, if any; (f) to the extent permitted by Sections 6.4(g)(i), payments by any Borrower, Holdings, and any Restricted Subsidiary pursuant to tax sharing agreements among any such Persons on customary terms to the extent attributable to the ownership or operation of such Persons; (g) Holdings, the Borrowers and the Targets may consummate the Closing Date Acquisition effected in accordance with the terms of agreements as in effect on the Closing Date Acquisition Documents Date; (e) customary compensation, indemnification and pay fees and expenses related thereto; and (h) other benefits made available to officers, directors or employees of the issuance of Equity Interests (that are not Disqualified Equity Interests) to any officerBorrower, director, manager, employee or consultant of Holdings, Holdings’ general partner, LLC Subsidiary or any of the Restricted its Subsidiaries or any direct the General Partner, including reimbursement or indirect parent advancement of Holdings or LLC Subsidiaryout-of-pocket expenses and provisions of officers’ and directors’ liability insurance; and (f) transactions as contemplated by the Borrower’s agreement of limited partnership.

Transactions with Affiliates. Enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, the rendering of any service or the payment of any advisory, consulting and/or management fee) kind with any Affiliate of Holdingsthe Borrower with a fair market value in excess of $16,500,000, on terms that are less favorable to Holdingswhether or not in the ordinary course of business, any Borrower or any of the Restricted Subsidiaries, as the case may be, than those that would reasonably be expected to be obtained at the time from a Person who is not such an Affiliate in a comparable arms-length transaction; provided that the foregoing restriction shall not apply toother than: (a) transactions between or among the Borrower or any transaction among Holdings, any Borrower and any wholly owned Restricted Subsidiary not otherwise prohibited hereby (including or any Person entity that becomes a wholly owned Restricted Subsidiary as a result of or in connection with such transaction); (b) reasonable and customary indemnities provided to, and reasonable and customary fees and reimbursements paid to, members of transactions on terms not less favorable to the Board of Directors of Holdings, Holdings’ general partner, any Borrower and any or such Restricted SubsidiarySubsidiary 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 an Affiliate; (c) reasonable equity issuances or any Restricted Payments permitted under Section 7.06; (d) loans and customary employment, compensation other transactions by and among the Borrower and/or one or more Subsidiaries to the extent not prohibited by this Article VII; (e) employment and severance arrangements for between the Borrower or any of its Subsidiaries and their respective officers and other employees of Holdings, any Borrower and any Restricted Subsidiary entered into in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements; (df) equity issuances, repurchases, redemptions, retirements or other acquisitions or retirement of Equity Interests and other Restricted Payments to the extent permitted under Section 6.4 and loans and other transactions by and among Holdings, any Borrower and/or one or more Restricted Subsidiaries to the extent otherwise permitted under, and subject to the limitations otherwise contained in, Section 6; (e) (i) so long as no Event of Default has occurred and is continuing, the payment of managementcustomary fees and reasonable out-of-pocket costs to, monitoringand indemnities provided on behalf of, consultingdirectors, advisory managers, officers, employees and other fees (including transaction and termination fees), in each case, pursuant to the Management Agreement (without giving effect to any changes thereto after the Closing Date that are materially adverse to the interests consultants of the Agents or the Lenders as reasonably determined by the Administrative Agent (it being understood and agreed that any increase in management, monitoring, consulting, advisory and other fees (including transaction and termination fees) shall be deemed to be materially adverse to the interests of the Agents or the Lenders)); provided that, for the avoidance of doubt, upon the occurrence and during the continuance of an 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 (ii) indemnifications and reimbursement of expenses of the Sponsor Borrower and its Affiliates Restricted Subsidiaries in connection with management, monitoring, consulting and advisory services provided by them to Holdings, any Borrower and any Restricted Subsidiary, including pursuant to the Management Agreement, if any; (f) to the extent permitted by Sections 6.4(g)(i), payments by any Borrower, Holdings, and any Restricted Subsidiary pursuant to tax sharing agreements among any such Persons on customary terms to the extent attributable to the ownership or operation ordinary course of such Personsbusiness; (g) Holdings, the Borrowers and the Targets may consummate transactions pursuant to agreements in existence on the Closing Date Acquisition and set forth on Schedule 7.07 to the Disclosure Letter, or any amendment thereto to the extent such an amendment is not adverse to the Lenders in accordance any material respect; (h) transactions entered into by an Unrestricted Subsidiary with an Affiliate prior to the Closing Date Acquisition Documents and pay fees and expenses related theretoredesignation 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 redesignation; and (hi) the issuance of Equity Interests (that are not Disqualified Equity Interests) to any officer, director, manager, employee or consultant of Holdings, Holdings’ general partner, LLC Subsidiary or any of the Restricted Subsidiaries or any direct or indirect parent of Holdings or LLC Subsidiarytransactions in connection with Permitted Tax Restructurings.

Transactions with Affiliates. Enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, the rendering of any service or the payment of any advisory, consulting and/or management fee) kind with any Affiliate of Holdingsthe Company, on terms that are less favorable to Holdingswhether or not in the ordinary course of business, any Borrower or any of the Restricted Subsidiaries, as the case may be, other than those that would reasonably be expected to be obtained at the time from a Person who is not such an Affiliate in a comparable arms-length transaction; provided that the foregoing restriction shall not apply to: (a) transactions among Loan Parties or any transaction among Holdings, any Borrower and any wholly owned Restricted Subsidiary not otherwise prohibited hereby (including or any Person entity that becomes a wholly owned Restricted Subsidiary as a result of such transaction, (b) on terms substantially as favorable to Holdings, the Company or such Restricted Subsidiary as would be obtainable by Holdings, the Company or such Restricted Subsidiary at the time in a comparable arm’s-length transaction with a Person other than an Affiliate, (c) the payment of fees and expenses related to the Transaction, (d) the issuance of Equity Interests to the management of the Company or any of its Subsidiaries in connection with such transaction); the Transaction, (be) reasonable the payment of management and customary monitoring fees to the Sponsors in an aggregate amount in any fiscal year not to exceed the amount permitted to be paid pursuant to the Sponsor Management Agreement as in effect on the date hereof and any Sponsor Termination Fees not to exceed the amount set forth in the Sponsor Management Agreement as in effect on the date hereof and related indemnities provided to, and reasonable and customary fees and reimbursements paid toexpenses, members of the Board of Directors of Holdings, Holdings’ general partner, any Borrower and any Restricted Subsidiary; (c) reasonable and customary employment, compensation and severance arrangements for officers and other employees of Holdings, any Borrower and any Restricted Subsidiary entered into in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements; (df) equity issuances, repurchases, redemptions, retirements or other acquisitions or retirement retirements of Equity Interests by Holdings permitted under Section 7.06, (g) loans and other transactions by Holdings, the Company and the Restricted Payments Subsidiaries to the extent permitted under Section 6.4 this Article 7, (h) employment and loans and other transactions by and among severance arrangements between Holdings, any Borrower and/or one or more the Company and the Restricted Subsidiaries to and their respective officers and employees in the extent otherwise permitted underordinary course of business, and subject to the limitations otherwise contained in, Section 6; (e) (i) so long as no Event of Default has occurred payments by Holdings (and is continuingany direct or indirect parent thereof), the payment of management, monitoring, consulting, advisory Company and other fees (including transaction and termination fees), in each case, the Restricted Subsidiaries pursuant to the Management Agreement (without giving effect to any changes thereto after the Closing Date that are materially adverse to the interests of the Agents or the Lenders as reasonably determined by the Administrative Agent (it being understood and agreed that any increase in management, monitoring, consulting, advisory and other fees (including transaction and termination fees) shall be deemed to be materially adverse to the interests of the Agents or the Lenders)); provided that, for the avoidance of doubt, upon the occurrence and during the continuance of an 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 (ii) indemnifications and reimbursement of expenses of the Sponsor and its Affiliates in connection with management, monitoring, consulting and advisory services provided by them to Holdings, any Borrower and any Restricted Subsidiary, including pursuant to the Management Agreement, if any; (f) to the extent permitted by Sections 6.4(g)(i), payments by any Borrower, Holdings, and any Restricted Subsidiary pursuant to tax sharing agreements among Holdings (and any such Persons parent thereof), the Company and the Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of such Persons; the Company and the Restricted Subsidiaries, (gj) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, officers and employees of Holdings, the Borrowers Company and the Targets may consummate Restricted Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of Holdings, the Company and the Restricted Subsidiaries, (k) transactions pursuant to permitted agreements in existence on the Closing Date Acquisition and set forth on Schedule 7.08 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in accordance with the Closing Date Acquisition Documents any material respect, (l) dividends, redemptions and pay fees repurchases permitted under Section 7.06, and expenses related thereto; and (hm) the issuance of Equity Interests (that are not Disqualified Equity Interests) to any officer, director, manager, employee or consultant of customary payments by Holdings, Holdings’ general partnerthe Company and any Restricted Subsidiaries to the Sponsors made for any financial advisory, LLC Subsidiary financing, underwriting or any 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 Restricted Subsidiaries members of the board of directors or any direct or indirect parent a majority of the disinterested members of the board of directors of Holdings or LLC Subsidiarythe Company, in good faith.

Transactions with Affiliates. Enter The Borrower shall not, nor shall the Borrower permit any of the Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, the rendering of any service or the payment of any advisory, consulting and/or management fee) kind with any Affiliate of Holdingsthe Borrower, on terms that are less favorable to Holdingswhether or not in the ordinary course of business, any Borrower involving aggregate payments or any consideration in excess of the Restricted Subsidiaries$25,000,000, as the case may be, other than those that would reasonably be expected to be obtained at the time from a Person who is not such an Affiliate in a comparable arms-length transaction; provided that the foregoing restriction shall not apply to: (a) any transaction loans and other transactions among Holdings, any the Borrower and its Restricted Subsidiaries or any wholly owned Restricted Subsidiary not otherwise prohibited hereby (including any Person entity that becomes a wholly owned Restricted Subsidiary as a result of such loan or other transaction to the extent permitted under this Article 7, (b) on terms 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 an Affiliate, (c) the Transactions and the payment of Transaction Expenses as part of or in connection with such transaction); the Transactions, (bd) reasonable [reserved], (e) Restricted Payments permitted under ‎Section 7.06 and customary indemnities provided toInvestments permitted under ‎Section 7.02, and reasonable and customary fees and reimbursements paid to, members of the Board of Directors of Holdings, Holdings’ general partner, any Borrower and any Restricted Subsidiary; (cf) reasonable and customary employment, compensation employment and severance arrangements for between the Borrower and its Restricted Subsidiaries and their respective officers and other employees of Holdings, any Borrower and any Restricted Subsidiary entered into in the ordinary course of business and transactions pursuant to stock option equity-based plans and employee benefit plans and arrangements; arrangements in the ordinary course of business, (dg) equity issuances, repurchases, redemptions, retirements or other acquisitions or retirement of Equity Interests and other Restricted Payments to the extent permitted under Section 6.4 and loans and other transactions by and among Holdings, any Borrower and/or one or more Restricted Subsidiaries to the extent otherwise permitted under, and subject to the limitations otherwise contained in, Section 6; (e) (i) so long as no Event of Default has occurred and is continuing, the payment of managementcustomary fees and reasonable out of pocket costs to, monitoringand indemnities provided on behalf of, consultingdirectors, advisory managers, officers, employees and other fees (including transaction and termination fees), in each case, pursuant to the Management Agreement (without giving effect to any changes thereto after the Closing Date that are materially adverse to the interests consultants of the Agents Borrower and its Restricted Subsidiaries (or the Lenders as reasonably determined by the Administrative Agent (it being understood and agreed that any increase in management, monitoring, consulting, advisory and other fees (including transaction and termination fees) shall be deemed to be materially adverse to the interests direct or indirect parent of the Agents or Borrower) in the Lenders)); provided that, for the avoidance ordinary course of doubt, upon the occurrence and during the continuance of an 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 (ii) indemnifications and reimbursement of expenses of the Sponsor and its Affiliates in connection with management, monitoring, consulting and advisory services provided by them to Holdings, any Borrower and any Restricted Subsidiary, including pursuant to the Management Agreement, if any; (f) to the extent permitted by Sections 6.4(g)(i), payments by any Borrower, Holdings, and any Restricted Subsidiary pursuant to tax sharing agreements among any such Persons on customary terms business to the extent attributable to the ownership or operation of such Persons; the Borrower and its Restricted Subsidiaries, (gh) Holdings, the Borrowers and the Targets may consummate transactions pursuant to agreements in existence on the Closing Date Acquisition and set forth on Schedule 7.08 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in accordance any material respect, (i) customary payments by the Borrower and any of its Restricted Subsidiaries to the Investors 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 a majority of the Closing Date Acquisition Documents members of the board of directors or managers or a majority of the disinterested members of the board of directors or managers of the Borrower, in good faith, (j) payments by the Borrower or any of its Subsidiaries pursuant to any tax sharing agreements with any direct or indirect parent of the Borrower to the extent attributable to the ownership or operation of the Borrower and pay fees and expenses related thereto; and its Subsidiaries, but only to the extent permitted by ‎Section 7.06(i)(iii), (hk) the issuance or transfer of Equity Interests (that are not other than Disqualified Equity Interests) of Holdings to any officerPermitted Holder or to any former, present or future director, manager, officer, employee or consultant (or any Affiliate or any Immediate Family Member of Holdings, Holdings’ general partner, LLC Subsidiary or any of the Restricted foregoing) of the Borrower, any of its Subsidiaries or any direct or indirect parent thereof, (l) sales of Holdings accounts receivable, or LLC Subsidiaryparticipations therein, or Securitization Assets or related assets in connection with any Qualified Securitization Facility, (m) Permitted Intercompany Activities or (n) a joint venture which would constitute a transaction with an Affiliate solely as a result of the Borrower or any Restricted Subsidiary owning an equity interest or otherwise controlling such joint venture or similar entity.

Transactions with Affiliates. Enter into or The Borrower will not, and will not permit to exist any transaction (including the purchaseof its Subsidiaries to, salesell, lease or exchange of otherwise transfer any propertyProperty to, the rendering of or purchase, lease or otherwise acquire any service Property from, or the payment of otherwise engage in any advisory, consulting and/or management fee) with any Affiliate of Holdings, on terms that are less favorable to Holdingsother transactions with, any Borrower or of its Affiliates (any of the Restricted Subsidiariessuch transaction, as the case may bean “Affiliate Transaction”), than those that would reasonably be expected to be obtained at the time from a Person who is not such an Affiliate in a comparable arms-length transaction; provided that the foregoing restriction shall not apply to: except (a) any transaction at prices and on terms and conditions substantially as favorable to the Borrower or such Subsidiary (in the good faith determination of the Borrower) as could reasonably be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among Holdings, any (i) the Borrower and/or its Subsidiaries and (ii) the Borrower and/or its Subsidiaries and any wholly owned Restricted Subsidiary not otherwise prohibited hereby (including any Person entity that becomes a wholly owned Restricted Subsidiary as a result of or in connection with such transaction); transaction so long as such transaction does not involve any other Affiliate, (bc) reasonable the payment of customary compensation and customary indemnities provided benefits and reimbursements of out-of-pocket costs to, and reasonable the provision of indemnity on behalf of, directors, officers, consultants, employees and customary fees and reimbursements paid to, members of the Board boards of Directors directors of Holdingsthe Borrower or such Subsidiary, Holdings’ general partner(d) loans and advances to officers, any Borrower directors, consultants and any employees in the ordinary course of business, (e) Restricted Subsidiary; Payments and other payments permitted under Section 6.04 or 6.06, (cf) reasonable and customary employment, compensation incentive, benefit, consulting and severance arrangements for officers and other employees of Holdings, any Borrower and any Restricted Subsidiary entered into in the ordinary course of business with officers, directors, consultants and employees of the Borrower or its Subsidiaries, (g) the transactions pursuant to stock option plans the agreements set forth in Schedule 6.07 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect, (h) the Transactions and employee benefit plans the payment of fees and arrangements; expenses related to the Transactions, (di) equity issuances, repurchases, redemptions, retirements or other acquisitions or retirement the issuance of Qualified Equity Interests and the granting of registration or other Restricted Payments to customary rights in connection therewith, (j) the extent permitted existence of, and the performance by the Borrower or any Subsidiary of its obligations under Section 6.4 and loans and other transactions by and among Holdingsthe terms of, any limited liability company agreement, limited partnership or other organizational document or security holders 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 6.07, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower and/or one or more Restricted Subsidiaries to the extent otherwise permitted any Subsidiary of obligations under, and subject to the limitations otherwise contained in, Section 6; (e) (i) so long as no Event of Default has occurred and is continuing, the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees), in each case, pursuant to the Management Agreement (without giving effect any amendment to any changes thereto such existing agreement or any such similar agreement entered into after the Closing Date that are materially adverse to the interests of the Agents or the Lenders as reasonably determined shall only be permitted by the Administrative Agent (it being understood and agreed that any increase in management, monitoring, consulting, advisory and other fees (including transaction and termination fees) shall be deemed to be materially adverse to the interests of the Agents or the Lenders)); provided that, for the avoidance of doubt, upon the occurrence and during the continuance of an 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 (ii) indemnifications and reimbursement of expenses of the Sponsor and its Affiliates in connection with management, monitoring, consulting and advisory services provided by them to Holdings, any Borrower and any Restricted Subsidiary, including pursuant to the Management Agreement, if any; (fthis Section 6.07(j) to the extent permitted by Sections 6.4(g)(i)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 Borrower) than any of such documents and agreements as in effect on the Closing Date, payments by (k) consulting services to joint ventures in the ordinary course of business and any other transactions between or among the Borrower, Holdingsits Subsidiaries and joint ventures that are Affiliates of the Borrower solely as a result of the Borrower’s or a Subsidiary’s Investments therein in the ordinary course of business, and any Restricted Subsidiary pursuant to tax sharing agreements among any such Persons on customary terms to (l) transactions with landlords, customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the extent attributable to the ownership or operation ordinary course of such Persons; (g) Holdings, the Borrowers business and the Targets may consummate the Closing Date Acquisition in accordance with the Closing Date Acquisition Documents and pay fees and expenses related thereto; and (h) the issuance of Equity Interests (that are not Disqualified Equity Interests) to any officer, director, manager, employee or consultant of Holdings, Holdings’ general partner, LLC Subsidiary or any of the Restricted Subsidiaries or any direct or indirect parent of Holdings or LLC Subsidiaryotherwise prohibited by this Agreement.

Transactions with Affiliates. Enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, the rendering of any service or the payment of any advisory, consulting and/or management fee) kind with any Affiliate of HoldingsParent, on terms that are less favorable to Holdingswhether or not in the ordinary course of business, any Borrower or any of the Restricted Subsidiaries, as the case may be, other than those that would reasonably be expected to be obtained at the time from a Person who is not such an Affiliate in a comparable arms-length transaction; provided that the foregoing restriction shall not apply to: (a) transactions between or among Parent or any transaction among Holdings, any Borrower and any wholly owned Restricted Subsidiary not otherwise prohibited hereby (including or any Person entity that becomes a wholly owned Restricted Subsidiary as a result of such transaction, (b) transactions on terms substantially as favorable to Parent or such Restricted Subsidiary as would be obtainable by Parent or such Restricted Subsidiary at the time in a comparable arm’s-length transaction with a Person other than an Affiliate, (c) the Transaction and the payment of fees and expenses related to the Transaction, (d) the issuance of Equity Interests to any officer, director, employee or consultant of Parent or any of its Subsidiaries or any direct or indirect parent of Parent in connection with such transaction); the Transaction, (be) reasonable the payment of management and customary monitoring fees to the Sponsor Group in an aggregate amount in any fiscal year not to exceed the amount permitted to be paid pursuant to the Sponsor Management Agreement as in effect on the Closing Date and any Sponsor Termination Fees not to exceed the amount set forth in the Sponsor Management Agreement as in effect on the Closing Date and related indemnities provided to, and reasonable expenses, (f) equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests by Parent permitted under Section 7.06, (g) loans and customary fees other transactions by Parent and reimbursements paid tothe Restricted Subsidiaries to the extent permitted under this Article 7, members of the Board of Directors of Holdings, Holdings’ general partner, any Borrower and any Restricted Subsidiary; (ch) reasonable and customary employment, compensation employment and severance arrangements for between Parent and the Restricted Subsidiaries and their respective officers and other employees of Holdings, any Borrower and any Restricted Subsidiary entered into in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements; (d) equity issuances, repurchases, redemptions, retirements or other acquisitions or retirement of Equity Interests and other Restricted Payments to the extent permitted under Section 6.4 and loans and other transactions by and among Holdings, any Borrower and/or one or more Restricted Subsidiaries to the extent otherwise permitted under, and subject to the limitations otherwise contained in, Section 6; (e) (i) so long as no Event of Default has occurred payments by Parent (and is continuing, any direct or indirect parent thereof) and the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees), in each case, Restricted Subsidiaries pursuant to the Management Agreement (without giving effect to any changes thereto after the Closing Date that are materially adverse to the interests of the Agents or the Lenders as reasonably determined by the Administrative Agent (it being understood and agreed that any increase in management, monitoring, consulting, advisory and other fees (including transaction and termination fees) shall be deemed to be materially adverse to the interests of the Agents or the Lenders)); provided that, for the avoidance of doubt, upon the occurrence and during the continuance of an 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 (ii) indemnifications and reimbursement of expenses of the Sponsor and its Affiliates in connection with management, monitoring, consulting and advisory services provided by them to Holdings, any Borrower and any Restricted Subsidiary, including pursuant to the Management Agreement, if any; (f) to the extent permitted by Sections 6.4(g)(i), payments by any Borrower, Holdings, and any Restricted Subsidiary pursuant to tax sharing agreements among Parent (and any such Persons direct or indirect parent thereof) and the Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of such Persons; (g) Holdings, the Borrowers Parent and the Targets may consummate Restricted Subsidiaries, (j) the Closing Date Acquisition in accordance with the Closing Date Acquisition Documents and pay payment of customary fees and expenses related thereto; and (h) the issuance reasonable out of Equity Interests (that are not Disqualified Equity Interests) to any officerpocket costs to, directorand indemnities provided on behalf of, managerdirectors, employee or consultant officers, employees and consultants of Holdings, Holdings’ general partner, LLC Subsidiary or any of Parent and the Restricted Subsidiaries or any direct or indirect parent of Holdings Parent in the ordinary course of business to the extent attributable to the ownership or LLC Subsidiaryoperation of Parent and the Restricted Subsidiaries, (k) transactions pursuant to permitted agreements in existence on the Closing Date and set forth on Schedule 7.08 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect, (l) dividends, redemptions and repurchases permitted under Section 7.06, (m) customary payments by Parent and any Restricted Subsidiaries to the Sponsor Group 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 Parent in good faith, (n) the Foreign Reorganization, (o) any Permitted Intercompany Transfer and (p) any Disposition of Securitization Assets or related assets in connection with any Qualified Securitization Financing.

Transactions with Affiliates. Enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, the rendering of any service or the payment of any advisory, consulting and/or management fee) kind with any Affiliate of Holdingsthe Borrower, on terms that are less favorable to Holdings, any Borrower whether or any of the Restricted Subsidiaries, as the case may be, than those that would reasonably be expected to be obtained at the time from a Person who is not such an Affiliate in a comparable arms-length transaction; provided that the foregoing restriction shall not apply to: (a) any transaction among Holdings, any Borrower and any wholly owned Restricted Subsidiary not otherwise prohibited hereby (including any Person that becomes a wholly owned Restricted Subsidiary as a result of or in connection with such transaction); (b) reasonable and customary indemnities provided to, and reasonable and customary fees and reimbursements paid to, members of the Board of Directors of Holdings, Holdings’ general partner, any Borrower and any Restricted Subsidiary; (c) reasonable and customary employment, compensation and severance arrangements for officers and other employees of Holdings, any Borrower and any Restricted Subsidiary entered into in the ordinary course of business business, other than (a) transactions among Loan Parties, (b) on fair and transactions pursuant reasonable terms substantially as favorable to stock option plans 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 an Affiliate, (c) the payment of fees and employee benefit plans and arrangements; expenses in connection with the consummation of the Transactions in amounts disclosed to the Lenders prior to the Closing Date, (d) equity issuances, repurchases, redemptions, retirements or other acquisitions or retirement of Equity Interests and other Restricted Payments to the extent permitted under Section 6.4 and loans and other transactions by and among Holdings, any Borrower and/or one or more Restricted Subsidiaries to the extent otherwise permitted under, and subject to the limitations otherwise contained in, Section 6; (e) (i) so long as no Event of Default has shall have occurred and is continuingbe continuing under Section 8.01(f), the payment of managementfees to the Sponsor under the Sponsor Management Agreement; provided that such payments shall not exceed with respect to any fiscal year the aggregate amount of payments to be made with respect to such fiscal year under the Sponsor Management Agreement as in effect on the Closing Date, monitoring(e) equity issuances by Holdings (or after a Qualifying IPO, consultingthe Borrower) permitted under Section 7.06, advisory (f) loans and other transactions by Holdings, the Borrower and its Restricted Subsidiaries to the extent permitted under this Article 7, (g) customary fees payable to any directors of Holdings (including transaction or after a Qualifying IPO, the Borrower) and termination feesreimbursement of reasonable out of pocket costs of the directors of Holdings (or after a Qualifying IPO, the Borrower), (h) employment and severance arrangements between Holdings, the Borrower or its Restricted Subsidiaries and their respective officers and employees in each casethe ordinary course of business, (i) payments by Holdings, the Borrower and its Subsidiaries pursuant to the Management Agreement tax sharing agreements among Holdings, the Borrower and its Subsidiaries on customary terms, (without giving effect j) the payment of customary fees and indemnities to any changes thereto after directors, officers and employees of Holdings, the Borrower and the Subsidiaries in the ordinary course of business, (k) transactions pursuant to permitted agreements in existence on the Closing Date that are materially and set forth on Schedule 7.08 or any amendment thereto to the extent such an amendment is not adverse to the interests of the Agents or the Lenders as reasonably determined by the Administrative Agent in any material respect, (it being understood l) dividends, redemptions and agreed that any increase in management, monitoring, consulting, advisory and other fees (including transaction and termination fees) shall be deemed to be materially adverse to the interests of the Agents or the Lenders)); provided that, for the avoidance of doubt, upon the occurrence and during the continuance of an 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 Defaultrepurchases permitted under Section 7.06, and (iim) indemnifications and reimbursement of expenses of the Sponsor and its Affiliates in connection with management, monitoring, consulting and advisory services provided payments by them to Holdings, any the Borrower and any Restricted SubsidiarySubsidiaries to the Sponsor made for any customary financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including pursuant to in connection with acquisitions or divestitures, which payments are approved by the Management Agreement, if any; (f) to the extent permitted by Sections 6.4(g)(i), payments by any Borrower, Holdings, and any Restricted Subsidiary pursuant to tax sharing agreements among any such Persons on customary terms to the extent attributable to the ownership or operation of such Persons; (g) Holdings, the Borrowers and the Targets may consummate the Closing Date Acquisition in accordance with the Closing Date Acquisition Documents and pay fees and expenses related thereto; and (h) the issuance of Equity Interests (that are not Disqualified Equity Interests) to any officer, director, manager, employee or consultant of Holdings, Holdings’ general partner, LLC Subsidiary or any majority of the Restricted Subsidiaries or any direct or indirect parent board of directors of Holdings or LLC Subsidiaryin good faith.

Transactions with Affiliates. Enter into Conduct, and cause each of its Restricted Subsidiaries to conduct, all transactions otherwise permitted under the Loan Documents with any of its Affiliates on terms that are fair and reasonable and, when taken as a whole, substantially no less favorable to the Borrower and its Restricted Subsidiaries than they would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate, other than the following: (a) transactions between or permit among the Borrower and/or any of its Restricted Subsidiaries (or an entity that becomes a Restricted Subsidiary as a result of such transaction); (b) transfer pricing transactions in the ordinary course of business on terms providing for the Borrower and its Restricted Subsidiaries to exist recover, in the aggregate, their costs (plus any transaction arm’s length profit mark-up) in respect of any transferred product; (c) transactions permitted under this Agreement, including, without limitation, any transactions permitted under Section 6.04, Dispositions permitted under Section 6.05, Investments permitted under Section 6.06, Restricted Payments permitted under Section 6.07 and voluntary or optional prepayments or redemptions, purchases, defeasements of Junior Financing permitted under Section 6.11; (d) customary transactions with (including any Investment in or relating to) any Receivables Subsidiary as part of any Receivables Facility; (e) transactions with Affiliates for the purchase, sale, or lease of goods in the ordinary course of business for less than fair market value, but for not less than cost; (f) any issuance of securities, or exchange other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, equity purchase agreements, stock options and stock ownership plans approved by the board of any property, directors of the rendering of any service or Borrower; (g) the payment of fees, advances, reasonable out-of-pocket costs and indemnities to directors, officers, consultants and employees of the Borrower and any advisoryof its Restricted Subsidiaries in the ordinary course of business; (h) the Borrower or any Restricted Subsidiary may make equity contributions, consulting and/or management feeintercompany loans that have below market interest rates, to any Restricted Subsidiary, so long as any such intercompany loan is payable upon demand and this Agreement does not otherwise prohibit any such equity contribution or intercompany loan; (A) with any Affiliate of Holdings, on terms that are less favorable to Holdings, any employment agreements entered into by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business, (B) 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 (C) 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; (j) transactions between the Borrower or any of its Restricted Subsidiaries and any Person, a director of which is also a director of the Borrower or any Restricted Subsidiary of the Borrower; provided, however, that (i) such director abstains from voting as a director of the Borrower or the applicable Restricted Subsidiary on any matter involving such other Person and (ii) such Person is not an Affiliate of the Borrower or any Restricted Subsidiary for any reason other than such director’s acting in such capacity; (k) transactions, agreements and arrangements in existence or committed, as set forth on Schedule 5.09, and, in each case, any amendment thereto or replacement thereof or similar arrangement to the extent such amendment, replacement or arrangement is not adverse to the Lenders when taken as a whole in any material respect (as determined by the Borrower in good faith); (l) transactions for cash management and other management services for Subsidiaries on customary terms; (m) transactions in which the Borrower or any of its Restricted Subsidiaries, as the case may be, than those delivers to the Administrative Agent a letter from an independent financial advisor of nationally recognized standing stating that would reasonably be expected such transaction is (i) fair to be obtained at the time Borrower or such Restricted Subsidiary from a Person who is not financial point of view or (ii) on terms that are fair and reasonable and, when taken as a whole, substantially no less favorable to the Borrower or such an Affiliate Restricted Subsidiary than it would obtain in a comparable armsarm’s-length transactiontransaction with a Person that is not an Affiliate; (n) any payments or other transaction pursuant to any tax sharing agreement between the Borrower and any other Person with which the Borrower files a consolidated tax return or with which the Borrower is part of a consolidated group for tax purposes; provided that the foregoing restriction (i) such payments shall not apply to: (a) exceed the amount of any transaction among Holdings, any such taxes that the Borrower and its Subsidiaries would have been required to pay on a separate company basis, or on a consolidated basis as if the Borrower had filed a consolidated return on behalf of an affiliated group of which it were the common parent and of which the includable Subsidiaries were members for all applicable tax periods, (ii) payments with respect to the taxable income of Unrestricted Subsidiaries shall be permitted only to the extent that cash distributions were made by any wholly owned Restricted Unrestricted Subsidiary not otherwise prohibited hereby (including any Person that becomes a wholly owned Restricted Subsidiary as a result of to the Borrower or in connection with such transaction); (b) reasonable and customary indemnities provided to, and reasonable and customary fees and reimbursements paid to, members of the Board of Directors of Holdings, Holdings’ general partner, any Borrower and any Restricted Subsidiary; (c) reasonable and customary employment, compensation and severance arrangements for officers and other employees of Holdings, any Borrower and any Restricted Subsidiary entered into in the ordinary course of business for such purpose and transactions pursuant to stock option plans and employee benefit plans and arrangements; (diii) equity issuances, repurchases, redemptions, retirements or other acquisitions or retirement of Equity Interests and other Restricted Payments any such payments shall only be permitted to the extent permitted under Section 6.4 and loans and other transactions by and among Holdings, any Borrower and/or one or more Restricted Subsidiaries they relate to the extent otherwise permitted under, and subject to the limitations otherwise contained in, Section 6; (e) (i) so long as no Event of Default has occurred and is continuing, the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees), in each case, pursuant to the Management Agreement (without giving effect to any changes thereto Taxes that are paid after the Closing Date that are (“Consolidated Tax Payments”); and (o) the Spin-Off Transactions entered on or before the Closing Date to the extent (i) described in the Registration Statement, (ii) otherwise disclosed in writing by the Borrower to the Administrative Agent and the Lenders prior to the Closing Date and (x) filed by the Borrower with the SEC and/or (y) obtained by the Company or the Borrower from the IRS or (iii) not materially adverse to the interests of the Agents or the Lenders as reasonably determined by the Administrative Agent (it being understood and agreed that any increase in management, monitoring, consulting, advisory and other fees (including transaction and termination fees) shall be deemed to be materially adverse to the interests of the Agents or the Lenders)). Nothing in this Section 5.09 shall impair or prevent any allocation of expenses among the Borrower and its Restricted Subsidiaries; provided that, for the avoidance of doubt, upon the occurrence and during the continuance of an Event of Default, that 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 (ii) indemnifications and reimbursement of expenses of the Sponsor and its Affiliates in connection with management, monitoring, consulting and advisory services provided by them to Holdings, any Borrower and any Restricted Subsidiary, including pursuant to the Management Agreement, if any; (f) to the extent permitted by Sections 6.4(g)(i), payments by any Borrower, Holdings, and any Restricted Subsidiary pursuant to tax sharing agreements among any such Persons allocation is made on customary terms to the extent attributable to the ownership or operation of such Persons; (g) Holdings, the Borrowers and the Targets may consummate the Closing Date Acquisition in accordance with the Closing Date Acquisition Documents and pay fees and expenses related thereto; and (h) the issuance of Equity Interests (that are not Disqualified Equity Interests) to any officer, director, manager, employee or consultant of Holdings, Holdings’ general partner, LLC Subsidiary or any of the Restricted Subsidiaries or any direct or indirect parent of Holdings or LLC Subsidiarya reasonable basis.

Transactions with Affiliates. Enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, the rendering of any service or the payment of any advisory, consulting and/or management fee) kind with any Affiliate of Holdingsthe Borrower, on terms that are less favorable to Holdings, any Borrower whether or any of the Restricted Subsidiaries, as the case may be, than those that would reasonably be expected to be obtained at the time from a Person who is not such an Affiliate in a comparable arms-length transaction; provided that the foregoing restriction shall not apply to: (a) any transaction among Holdings, any Borrower and any wholly owned Restricted Subsidiary not otherwise prohibited hereby (including any Person that becomes a wholly owned Restricted Subsidiary as a result of or in connection with such transaction); (b) reasonable and customary indemnities provided to, and reasonable and customary fees and reimbursements paid to, members of the Board of Directors of Holdings, Holdings’ general partner, any Borrower and any Restricted Subsidiary; (c) reasonable and customary employment, compensation and severance arrangements for officers and other employees of Holdings, any Borrower and any Restricted Subsidiary entered into in the ordinary course of business business, other than (a) transactions among Loan Parties or any entity that becomes a Loan Party as a result of such transaction, (b) on fair and transactions pursuant reasonable terms substantially as favorable to stock option plans the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary in a comparable arm’s-length transaction with a Person other than an Affiliate, (c) the payment of fees, costs and employee benefit plans and arrangements; expenses in connection with the consummation of the Transactions, (d) equity issuances, repurchases, redemptions, retirements or other acquisitions or retirement of Equity Interests and other Restricted Payments to the extent permitted under Section 6.4 and loans and other transactions by and among Holdings, any Borrower and/or one or more Restricted Subsidiaries to the extent otherwise permitted under, and subject to the limitations otherwise contained in, Section 6; (e) (i) so long as no Event of Default has shall have occurred and is continuingbe continuing under Section 8.01(a), Section 8.01(f) or Section 8.01(g)(i), the payment of managementfees, monitoring, consulting, advisory and expenses or other fees (including transaction and termination fees), in each case, payments to the Sponsor pursuant to the Sponsor Management Agreement as such fee provisions are set forth in the Sponsor Management Agreement as in effect on the date hereof, (without giving effect to any changes thereto after e) loans and other transactions by the Closing Date that are materially adverse Borrower and the Subsidiaries to the interests extent not prohibited by this Agreement, (f) entering into employment and severance arrangements between Parent, the Borrower and the Restricted Subsidiaries and their respective officers and employees, as determined in good faith by the board of directors or senior management of the Agents or the Lenders as reasonably determined relevant Person, (g) payments by the Administrative Agent (it being understood and agreed that any increase in management, monitoring, consulting, advisory and other fees (including transaction and termination fees) shall be deemed to be materially adverse to the interests of the Agents or the Lenders)); provided that, for the avoidance of doubt, upon the occurrence and during the continuance of an 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 (ii) indemnifications and reimbursement of expenses of the Sponsor and its Affiliates in connection with management, monitoring, consulting and advisory services provided by them to Holdings, any Borrower and any the Restricted Subsidiary, including Subsidiaries pursuant to the Management Agreement, if any; (f) to the extent permitted by Sections 6.4(g)(i), payments by any Borrower, Holdings, and any Restricted Subsidiary pursuant to tax sharing agreements among any such Persons the Borrower and the Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation operations of such Persons; the Borrower and the Subsidiaries, (gh) Holdingsthe payment of customary fees and reimbursement of reasonable out-of-pocket costs of, and customary indemnities provided to or on behalf of, directors, officers and employees of Parent, the Borrowers Borrower and the Targets may consummate Restricted Subsidiaries in the Closing Date Acquisition ordinary course of business or the Sponsor or to its Affiliates, to the extent attributable to the ownership or operations of the Borrower and the Restricted Subsidiaries, as determined in accordance good faith by the board of directors or senior management of the relevant Person, (i) transactions pursuant to the other permitted agreements in existence on the date hereof and set forth on Schedule 7.08 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect, (j) Restricted Payments permitted under Section 7.06, (k) payments by the Borrower and the Restricted Subsidiaries to the Sponsor made for any customary financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including in connection with acquisitions, financings or divestitures, which payments are approved by the Closing Date Acquisition Documents and pay fees and expenses related thereto; and board of directors of the Borrower in good faith, (hl) the issuance of Equity Interests to the management of UHS or any of its Subsidiaries, (that are not m) payment of reasonable compensation to officers and employees for services actually rendered to any Loan Party or any of its Subsidiaries, (n) stock option and compensation plans of the Loan Parties and their Subsidiaries, (o) advances and loans to officers, directors, members of management and employees of Parent, the Borrower or any Restricted Subsidiary to the extent specifically permitted under Section 7.02(b), (p) Investments consisting of promissory notes issued by any Loan Party to future, present or former officers, directors and employees, members of management, or consultants of UHS or any of its Subsidiaries or their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of Parent (or, after the occurrence of a Qualifying IPO of UHS, UHS), to the extent the applicable Restricted Payment is permitted by Section 7.06, (q) any issuance of Equity Interests (other than Disqualified Equity Interests), (r) to any officer, director, manager, employee or consultant Investments by the Equity Investors in securities of Holdings, Holdings’ general partner, LLC Subsidiary Parent or any of the its Restricted Subsidiaries so long as the investments is being offered generally to other investors on the same or more favorable terms and any other transaction involving Parent or any direct Restricted Subsidiary, on the one hand, and Irving Place Capital or indirect parent any of Holdings or LLC Subsidiaryits Affiliates, on the other hand, which transactions, in the reasonable determination of the Board of Directors, are on commercially reasonable terms, and (s) other transactions specifically permitted under this Agreement (including, without limitation, sale/leaseback transactions, Dispositions, Investments and Indebtedness).

Transactions with Affiliates. Enter into (a) Sell or permit transfer any property or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transaction with, any of its Affiliates in a transaction involving consideration in excess of $5,000,000 for such transaction or series of transactions, unless such transaction or series of transactions are (i) otherwise expressly permitted (or required) with such Affiliates under this Agreement or (ii) upon terms that are not materially less favorable to exist the 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. (b) The foregoing paragraph (a) shall not prohibit, to the extent otherwise permitted under this Agreement: (i) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, equity purchase agreements, stock options, restricted stock units or deferred stock units and stock ownership and long-term incentive plans approved by the Board of Directors of the Borrower; (ii) (i) payments by the Borrower and any of its Restricted Subsidiaries pursuant to any tax sharing agreements among the Borrower and any of its Restricted Subsidiaries on customary terms that require each party to make payments when taxes are due or refunds received of amounts equal to the income tax liabilities and refunds generated by each such party and (ii) payments by the Borrower or any of its Restricted Subsidiaries pursuant to any tax sharing agreements among the Borrower and any of its Restricted Subsidiaries on customary terms that require each party to make payments when taxes are due or refunds received of amounts equal to the income tax liabilities and refunds generated by each such party calculated on a separate return basis, and payments to the party generating tax benefits and credits of amounts equal to the value of such tax benefits and credits made available to the party making the payments; (iii) transactions among the Borrower and any Restricted Subsidiary or any entity that becomes a Restricted Subsidiary as a result of such transaction (including via merger, amalgamation or consolidation in which the purchase, sale, lease Borrower or a Restricted Subsidiary continues as or is the surviving entity) not prohibited by this Agreement; (iv) the exchange of Equity Interests of MIPCo held directly by the MIP Shareholders into Equity Interests (other than Disqualified Stock) of the Borrower; (v) the Transactions and other transactions pursuant to the agreements and arrangements in existence on the Closing Date and set forth on Schedule 6.6(b) or any propertyamendment thereto to the extent such amendment is not adverse to the Lenders in any material respect; (vi) (A) any employment, severance or consulting agreements entered into by the rendering of any service or the payment of any advisory, consulting and/or management fee) with any Affiliate of Holdings, on terms that are less favorable to Holdings, any Borrower or any of the Restricted Subsidiaries in the ordinary course of business, (B) any subscription agreement or similar agreement pertaining to the repurchase of Equity Interests pursuant to put/call rights or similar rights with employees, consultants, officers or directors, and (C) any employee, severance or consultant compensation, indemnification arrangement, benefit plan or arrangement, any health, disability or similar insurance plan which covers employees or consultants, and any reasonable employment or consulting contract and transactions pursuant thereto; (vii) Restricted Payments permitted under Section 6.5; (viii) any purchase of Equity Interests (other than Disqualified Stock) of the Borrower or any contribution to the equity capital of the Borrower; (ix) transactions between or among the Borrower and/or its Restricted Subsidiaries; (x) transactions with customers, distributors, clients, developers, suppliers or purchasers or sellers of goods or services, in each case, in the ordinary course of business and on terms that are not materially less favorable to the Borrower or such Restricted Subsidiary, as the case may be, as determined in good faith by the Borrower, than those that would reasonably be expected to could be obtained at the time from a Person who is not such an Affiliate in a comparable arms-arm’s length transaction; provided transaction with a Person that is not an Affiliate of the foregoing restriction shall not apply to:Borrower; (axi) any transaction among Holdings, any in respect of which the Borrower and any wholly owned Restricted Subsidiary not otherwise prohibited hereby (including any Person that becomes delivers to the Administrative Agent a wholly owned Restricted Subsidiary as a result of or in connection with such transaction); (b) reasonable and customary indemnities provided to, and reasonable and customary fees and reimbursements paid to, members of letter addressed to the Board of Directors of Holdingsthe Borrower from an accounting, Holdings’ general partnerappraisal or investment banking firm, any in each case of nationally recognized standing in the United States, Canada or the United Kingdom, which letter states that such transaction is on terms that are no less favorable to the Borrower and any 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; and (cxii) reasonable transactions with a joint venture for the purchase or sale of goods, equipment and customary employment, compensation and severance arrangements for officers and other employees of Holdings, any Borrower and any Restricted Subsidiary services entered into in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements; (d) equity issuances, repurchases, redemptions, retirements or other acquisitions or retirement of Equity Interests and other Restricted Payments to in a manner consistent with prudent business practice followed by companies in the extent permitted under Section 6.4 and loans and other transactions by and among Holdings, any Borrower and/or one or more Restricted Subsidiaries to the extent otherwise permitted under, and subject to the limitations otherwise contained in, Section 6; (e) (i) so long as no Event of Default has occurred and is continuing, the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees), in each case, pursuant to the Management Agreement (without giving effect to any changes thereto after the Closing Date that are materially adverse to the interests industry of the Agents or the Lenders as reasonably determined by the Administrative Agent (it being understood and agreed that any increase in management, monitoring, consulting, advisory and other fees (including transaction and termination fees) shall be deemed to be materially adverse to the interests of the Agents or the Lenders)); provided that, for the avoidance of doubt, upon the occurrence and during the continuance of an 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 (ii) indemnifications and reimbursement of expenses of the Sponsor Borrower and its Affiliates in connection with management, monitoring, consulting and advisory services provided by them to Holdings, any Borrower and any Restricted Subsidiary, including pursuant to the Management Agreement, if any; (f) to the extent permitted by Sections 6.4(g)(i), payments by any Borrower, Holdings, and any Restricted Subsidiary pursuant to tax sharing agreements among any such Persons on customary terms to the extent attributable to the ownership or operation of such Persons; (g) Holdings, the Borrowers and the Targets may consummate the Closing Date Acquisition in accordance with the Closing Date Acquisition Documents and pay fees and expenses related thereto; and (h) the issuance of Equity Interests (that are not Disqualified Equity Interests) to any officer, director, manager, employee or consultant of Holdings, Holdings’ general partner, LLC Subsidiary or any of the Restricted Subsidiaries or any direct or indirect parent of Holdings or LLC Subsidiarysubsidiaries.

Transactions with Affiliates. Enter into or permit to exist any transaction (including the of any kind, including, without limitation, any purchase, sale, lease or exchange of any property, property or the rendering of any service service, with any Affiliate, unless such transaction is (a) not prohibited by this Agreement and (b) upon fair and reasonable terms 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 an Affiliate. Notwithstanding the foregoing, (i) any such transaction which is determined to be less favorable to the Borrower or a Restricted Subsidiary than the Borrower or such Restricted Subsidiary reasonably believes it would obtain in a comparable arm’s length transaction nevertheless shall be permitted if the excess consideration being paid to such Affiliate would otherwise be permitted at such time as an Investment in such Affiliate under Section 7.02 and, upon consummation of such transaction, such excess consideration being paid to such Affiliate shall constitute an Investment for the purposes of calculating compliance with Section 7.02 and (ii) the foregoing restrictions shall not apply to the following: (A) transactions between or among the Borrower and any of its Restricted Subsidiaries or between and among any Restricted Subsidiaries; (B) the payment of any advisory, consulting and/or management fee) with any Affiliate reasonable and customary fees and reimbursement of Holdings, on terms that are less favorable expenses payable to Holdings, any directors of the Borrower or any of its Restricted Subsidiaries or to any Plan, Plan administrator or Plan trustee; (C) loans and advances to directors, officers and employees to the extent permitted by Section 7.02; (D) the arrangements with respect to the procurement of services of directors, officers, independent contractors, consultants or employees in the ordinary course of business and 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; (E) payments to directors and officers of the Borrower and its Restricted SubsidiariesSubsidiaries in respect of the indemnification of such Persons in such respective capacities from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, as the case may be, than those that would reasonably be expected pursuant to be obtained at the time from a Person who is not such an Affiliate in a comparable arms-length transaction; provided that Organizational Documents or other corporate action of the foregoing restriction shall not apply to:Borrower or its Restricted Subsidiaries, respectively, or pursuant to applicable law; (aF) any transaction transactions between or among Holdings, any the Borrower and any wholly owned of its Restricted Subsidiary not otherwise prohibited hereby (including Subsidiaries on the one hand and any Person that becomes a wholly owned Restricted Subsidiary as a result of or Affiliate on the other in connection with such transaction); (b) reasonable and customary indemnities provided to, and reasonable and customary fees and reimbursements paid to, members of the Board of Directors of Holdings, Holdings’ general partner, any Borrower and any Restricted Subsidiary; (c) reasonable and customary employment, compensation and severance arrangements for officers and other employees of Holdings, any Borrower and any Restricted Subsidiary entered into in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements; (d) equity issuances, repurchases, redemptions, retirements or other acquisitions or retirement of Equity Interests and other Restricted Payments to the extent permitted under Section 6.4 and loans and other transactions by and among Holdings, any Borrower and/or one or more Restricted Subsidiaries to the extent otherwise permitted under, and subject to the limitations otherwise contained in, Section 6; (e) (i) Prairie State Project so long as no Event of Default has occurred any such transaction is on terms fair and is continuing, the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees), in each case, pursuant reasonable to the Management Agreement (without giving effect to any changes thereto after the Closing Date that are materially adverse to the interests of the Agents or the Lenders as reasonably determined by the Administrative Agent (it being understood and agreed that any increase in management, monitoring, consulting, advisory and other fees (including transaction and termination fees) shall be deemed to be materially adverse to the interests of the Agents or the Lenders)); provided that, for the avoidance of doubt, upon the occurrence and during the continuance of an 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 (ii) indemnifications and reimbursement of expenses of the Sponsor and its Affiliates in connection with management, monitoring, consulting and advisory services provided by them to Holdings, any Borrower and any Restricted such Subsidiary, including pursuant to the Management Agreement, if any; (f) to the extent permitted by Sections 6.4(g)(i), payments by any Borrower, Holdings, and any Restricted Subsidiary pursuant to tax sharing agreements among any such Persons on customary terms to the extent attributable to the ownership or operation of such Persons; (g) Holdings, the Borrowers and the Targets may consummate the Closing Date Acquisition in accordance with the Closing Date Acquisition Documents and pay fees and expenses related thereto; and (hG) the issuance of Equity Interests (that are not Disqualified Equity Interests) to any officer, director, manager, employee or consultant of Holdings, Holdings’ general partner, LLC Subsidiary or any of the Restricted Subsidiaries or any direct or indirect parent of Holdings or LLC SubsidiaryPayments permitted by Section 7.06.

Transactions with Affiliates. Enter Except for transactions between or among Loan Partiesthe Borrower and its Subsidiaries, sell or transfer any property or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, to the extent that any of the foregoing involves consideration in excess of $250,000, unless otherwise approved by the Administrative Agent (in its sole discretion) and the Required Lenders; provided that (i) the Borrower or any other Subsidiary may engage in any of the foregoing transactions in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, or, if such transaction could not be entered into or permit to exist any with an unrelated third party, such transaction (including the purchase, sale, lease or exchange of any property, the rendering of any service or the payment of any advisory, consulting and/or management fee) with any Affiliate of Holdings, is on terms that are less favorable negotiated in good faith and on an arm’s-length basis (as determined by the Borrower in its good-faith judgment); (ii) the Borrower shall be permitted to Holdingsmake Restricted Payments and Investments and incur Indebtedness permitted under Section 6.06this Agreement, (iii) the Borrower and the Subsidiaries shall be permitted to make payments of compensation, bonuses and employee benefits to Affiliates in connection with their employment with a Loan Party, provided that such compensation shall not exceed $5,000,000 in any year, and (iv) following the Qualified Public Offering,(iv) the Borrower may make payments to any Parent entity in connection with any administrative services agreements. Notwithstanding anything in the foregoing to the contrary, none of the Borrower or any Subsidiary shall enter into and any tax sharing agreement (other than any tax sharing agreement among any of the Restricted SubsidiariesBorrower and any other Loan Parties).including the TRA); provided, as that any such tax-sharing agreement does not result in the case may be, than those that would reasonably be expected to be obtained at Borrower and its Subsidiaries making payments in excess of the time from a Person who is not such an Affiliate in a comparable arms-length transaction; provided amounts of tax that the foregoing restriction shall not apply to: Borrower and its Subsidiaries would have owed in the absence of such tax sharing agreement, (v) the Borrower and its Subsidiaries may execute, deliver and perform agreements in respect of Management Fees, and (vi) the Borrower and its Subsidiaries may enter into equity co-investments in the ordinary course of business. For the avoidance of doubt, (a) any transaction among Holdings, any Borrower and any wholly owned Restricted Subsidiary the TRA shall not otherwise prohibited hereby (including any Person that becomes a wholly owned Restricted Subsidiary be construed as a result tax sharing agreement for purposes of or this Section 6.07 and (b) in connection with such transaction); (b) reasonable and customary indemnities provided tofrom and after a Qualified Public Offering, transactions between the Borrower and reasonable and customary fees and reimbursements paid to, members Public Co. consisting of issuance of Equity Interests of the Board of Directors of HoldingsBorrower (other than Disqualified Stock) and Public Co. designed to maintain the umbrella partnership C-corporation organizational structure that are effected at fair market value and on a basis that after giving effect thereto the Borrower has, Holdings’ general partneron a net basis, any Borrower and any Restricted Subsidiary; (c) reasonable and customary employmentnot made a cash expenditure, compensation and severance arrangements for officers and other employees of Holdings, any Borrower and any Restricted Subsidiary entered into shall be deemed to be in the ordinary course of business and transactions pursuant to stock option plans on terms and employee benefit plans and arrangements; (d) equity issuances, repurchases, redemptions, retirements or other acquisitions or retirement of Equity Interests and other Restricted Payments conditions not less favorable to the extent permitted under Section 6.4 and loans and other transactions by and among Holdings, any Borrower and/or one or more Restricted Subsidiaries to the extent otherwise permitted under, and subject to the limitations otherwise contained in, Section 6; (e) (i) so long as no Event of Default has occurred and is continuing, the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees), in each case, pursuant to the Management Agreement (without giving effect to any changes thereto after the Closing Date that are materially adverse to the interests of the Agents or the Lenders as reasonably determined by the Administrative Agent (it being understood and agreed that any increase in management, monitoring, consulting, advisory and other fees (including transaction and termination fees) shall than could be deemed to be materially adverse to the interests of the Agents or the Lenders)); provided that, for the avoidance of doubt, upon the occurrence and during the continuance of obtained on an 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 (ii) indemnifications and reimbursement of expenses of the Sponsor and its Affiliates in connection with management, monitoring, consulting and advisory services provided by them to Holdings, any Borrower and any Restricted Subsidiary, including pursuant to the Management Agreement, if any; (f) to the extent permitted by Sections 6.4(g)(i), payments by any Borrower, Holdings, and any Restricted Subsidiary pursuant to tax sharing agreements among any such Persons on customary terms to the extent attributable to the ownership or operation of such Persons; (g) Holdings, the Borrowers and the Targets may consummate the Closing Date Acquisition in accordance with the Closing Date Acquisition Documents and pay fees and expenses related thereto; and (h) the issuance of Equity Interests (that are not Disqualified Equity Interests) to any officer, director, manager, employee or consultant of Holdings, Holdings’ general partner, LLC Subsidiary or any of the Restricted Subsidiaries or any direct or indirect parent of Holdings or LLC Subsidiaryarm’s-length basis from unrelated third parties.

Transactions with Affiliates. Enter into (a) Sell or permit transfer any property or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transaction with, any of its Affiliates in a transaction involving consideration in excess of $10.0 million for such transaction or series of related transactions, unless such transaction or series of transactions are (i) otherwise expressly permitted (or required) with such Affiliates or holders under this Agreement or (ii) upon terms that are not materially less favorable to exist the 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. (b) The foregoing paragraph (a) shall not prohibit, to the extent otherwise permitted under this Agreement: (1) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, equity purchase agreements, stock options, restricted stock units or deferred stock units and stock ownership and long-term incentive plans approved by the Board of Directors of the Borrower; (2) (i) payments by the Borrower or any of its Restricted Subsidiaries pursuant to any tax sharing agreements among the Borrower and any of its Restricted Subsidiaries on customary terms that require each party to make payments when taxes are due or refunds received of amounts equal to the income tax liabilities and refunds generated by each such party and (ii) payments by the Borrower or any of its Restricted Subsidiaries pursuant to any tax sharing agreements among the Borrower and any of its Restricted Subsidiaries on customary terms that require each party to make payments when taxes are due or refunds received of amounts equal to the income tax liabilities and refunds generated by each such party calculated on a separate return basis, and payments to the party generating tax benefits and credits of amounts equal to the value of such tax benefits and credits made available to the party making the payments; (3) transactions among the Borrower and any Restricted Subsidiary or any entity that becomes a Restricted Subsidiary as a result of such transaction (including via merger, amalgamation or consolidation in which the purchaseBorrower or a Restricted Subsidiary is the surviving entity) not prohibited by this Agreement; (4) customary fees and indemnities may be paid to any directors of the Borrower and the Restricted Subsidiaries (and, saleto the extent attributable to the operations or ownership of the Borrower and its Restricted Subsidiaries, lease or exchange to directors of any propertyParent Holding Company) and reasonable out-of-pocket costs of such Persons may be reimbursed; (5) the Transactions and other transactions (and, the rendering of any service or in each case, the payment of fees and expenses in connection with the consummation thereof) pursuant to the agreements and arrangements in existence on the Closing Date and set forth on Schedule 6.6(b) or any advisoryamendment thereto to the extent such amendment is not adverse to the Lenders in any material respect; (6) (A) any employment, severance or consulting and/or management fee) with any Affiliate of Holdings, on terms that are less favorable to Holdings, any agreements entered into by the Borrower or any of the Restricted SubsidiariesSubsidiaries in the ordinary course of business, as (B) any subscription agreement or similar agreement pertaining to the case may berepurchase of Equity Interests pursuant to put/call rights or similar rights with employees, than those that would reasonably be expected to be obtained at the time from a Person who is not such an Affiliate in a comparable arms-length transaction; provided that the foregoing restriction shall not apply to:consultants, officers or directors, and (C) any employee, severance or consultant compensation, indemnification arrangement, benefit plan or arrangement, any health, disability or similar insurance plan which covers employees or consultants, and any reasonable employment or consulting contract and transactions pursuant thereto; (a7) Restricted Payments permitted under Section 6.5; (8) any purchase of Equity Interests (other than Disqualified Stock) of the Borrower or any contribution to the equity capital of the Borrower; (9) transactions between or among the Borrower and/or its Restricted Subsidiaries; (10) transactions with customers, distributors, clients, suppliers or purchasers or sellers of goods or services, in each case, in the ordinary course of business; (11) any transaction among Holdings, any in respect of which the Borrower and any wholly owned Restricted Subsidiary not otherwise prohibited hereby (including any Person that becomes delivers to the Administrative Agent a wholly owned Restricted Subsidiary as a result of or in connection with such transaction); (b) reasonable and customary indemnities provided to, and reasonable and customary fees and reimbursements paid to, members of letter addressed to the Board of Directors of Holdingsthe Borrower from an accounting, Holdings’ general partnerappraisal or investment banking firm, any in each case of nationally recognized standing in the United States, which letter states, either that (A) such transaction is on terms that are no less favorable to the Borrower and any 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 or (B) is fair, from a financial point of view, to the Borrower or such Restricted Subsidiary; (c12) reasonable transactions with a joint venture for the purchase or sale of goods, equipment and customary employment, compensation and severance arrangements for officers and other employees of Holdings, any Borrower and any Restricted Subsidiary services entered into in the ordinary course of business and transactions pursuant to stock option plans in a manner consistent with prudent business practice followed by companies in the industry of the Borrower and employee benefit plans and arrangements;its subsidiaries; and (d13) equity issuancestransactions permitted by, repurchasesand complying with, redemptions, retirements or other acquisitions or retirement the provisions of Equity Interests and other Restricted Payments to the extent permitted under Section 6.4 and loans and other transactions by and among Holdings6.4. For purposes of this Section 6.6, any Borrower and/or one or more Restricted Subsidiaries to the extent otherwise permitted under, and subject to the limitations otherwise contained in, Section 6; (e) (i) so long as no Event of Default has occurred and is continuing, the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees), in each case, pursuant to the Management Agreement (without giving effect to any changes thereto after the Closing Date that are materially adverse to the interests of the Agents or the Lenders as reasonably determined by the Administrative Agent (it being understood and agreed that any increase in management, monitoring, consulting, advisory and other fees (including transaction and termination fees) shall be deemed to be materially adverse to have satisfied the interests requirements set forth in Section 6.6(a)(ii) if such transaction is approved by a majority of the Agents or the Lenders)); provided that, for the avoidance of doubt, upon the occurrence and during the continuance of an 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 (ii) indemnifications and reimbursement of expenses of the Sponsor and its Affiliates in connection with management, monitoring, consulting and advisory services provided by them to Holdings, any Borrower and any Restricted Subsidiary, including pursuant to the Management Agreement, if any; (f) to the extent permitted by Sections 6.4(g)(i), payments by any Borrower, Holdings, and any Restricted Subsidiary pursuant to tax sharing agreements among any such Persons on customary terms to the extent attributable to the ownership or operation of such Persons; (g) Holdings, the Borrowers and the Targets may consummate the Closing Date Acquisition in accordance with the Closing Date Acquisition Documents and pay fees and expenses related thereto; and (h) the issuance of Equity Interests (that are not Disqualified Equity Interests) to any officer, director, manager, employee or consultant of Holdings, Holdings’ general partner, LLC Subsidiary or any of the Restricted Subsidiaries or any direct or indirect parent of Holdings or LLC SubsidiaryDisinterested Directors.

Transactions with Affiliates. Enter into or permit to exist any transaction (including the transaction, including, without limitation, any purchase, sale, lease or exchange of any propertyProperty, the rendering of any service or the payment of any advisorymanagement, consulting and/or management fee) advisory or similar fees, with any Affiliate of Holdings, on (other than the Borrower or any wholly owned Subsidiary) unless such transaction is (a) otherwise not prohibited under this Agreement and (b) upon fair and reasonable terms that are no less favorable to Holdings, any the Borrower or any of the Restricted Subsidiariessuch Subsidiary, as the case may be, than those that it would reasonably be expected to be obtained at the time from a Person who is not such an Affiliate obtain in a comparable armsarm’s-length transaction; provided transaction with a Person that is not an Affiliate. Notwithstanding the foregoing restriction shall not apply to: foregoing, (ai) the Borrower and the Restricted Subsidiaries may make (A) any transaction among payments due and owing under (x) the Tax Sharing Agreement or any replacement thereof on substantially similar terms and (y) any agreements entered into by Holdings, the Borrower or any Borrower Restricted Subsidiary, on the one hand, with any Affiliate thereof, on the other hand, (1) to the extent such payments are only required to be made out of Restricted Payments permitted under Section 7.6(f), (g) or (h) or (2) governing cost allocation or other arrangements relating to the payments permitted to be made pursuant to Section 7.6(c)(i), and any wholly owned Restricted Subsidiary not otherwise prohibited hereby (including any Person that becomes a wholly owned Restricted Subsidiary as a result B) payment or reimbursement of or expenses which are limited to reasonable out-of-pocket expenses incurred by the Permitted Investors and their respective Affiliates in connection with the provision of their services; (ii) without being subject to the terms of this Section, the Borrower and the Restricted Subsidiaries may enter into any transaction with any Person which is an Affiliate of Holdings only by reason of such transaction); Person and Holdings having common directors, (biii) reasonable the Borrower and customary indemnities provided tothe Restricted Subsidiaries may make Restricted Payments permitted under Section 7.6, (iv) the Borrower and reasonable the Restricted Subsidiaries may consummate transactions pursuant to permitted agreements in existence on the Closing Date and customary fees set forth on Schedule 7.9 or any amendment thereto to the extent such an amendment is not adverse, taken as a whole, to the Lenders in any material respect, (v) the Borrower and reimbursements paid tothe Restricted Subsidiaries may enter into ordinary course non-material transactions with Affiliates in accordance with past practices, members including, without limitation, in connection with the use of FBO facilities for landing and refueling and (vi) Investments by the Sponsor in debt securities of the Board of Directors of Holdings, Holdings’ general partner, any Borrower and any Restricted Subsidiary; (c) reasonable and customary employment, compensation and severance arrangements for officers and other employees of Holdings, any Borrower and or any Restricted Subsidiary entered into in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements; (d) equity issuances, repurchases, redemptions, retirements or other acquisitions or retirement of Equity Interests and other Restricted Payments to the extent permitted under Section 6.4 and loans and other transactions by and among Holdings, any Borrower and/or one or more Restricted Subsidiaries to the extent are otherwise permitted under, and subject to the limitations otherwise contained in, Section 6; (e) (i) so long as no Event of Default has occurred and is continuing, the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees), in each case, pursuant to the Management Agreement (without giving effect to any changes thereto after the Closing Date that are materially adverse to the interests of the Agents or the Lenders as reasonably determined by the Administrative Agent (it being understood and agreed that any increase in management, monitoring, consulting, advisory and other fees (including transaction and termination fees) shall be deemed to be materially adverse to the interests of the Agents or the Lenders)); provided that, for hereunder. For the avoidance of doubt, upon the occurrence and during the continuance of an Event of Default, such amounts may accrue, but this Section shall 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 Defaultapply to employment arrangements with, and (ii) indemnifications and reimbursement payments of expenses compensation, expense reimbursement, indemnification or benefits to or for the benefit of, current or former employees, officers or directors of the Sponsor and its Affiliates in connection with management, monitoring, consulting and advisory services provided by them to Holdings, any the Borrower and or any Restricted Subsidiary, including pursuant to the Management Agreement, if any; (f) to the extent permitted by Sections 6.4(g)(i), payments by any Borrower, Holdings, and any Restricted Subsidiary pursuant to tax sharing agreements among any such Persons on customary terms to the extent attributable to the ownership or operation of such Persons; (g) Holdings, the Borrowers and the Targets may consummate the Closing Date Acquisition in accordance with the Closing Date Acquisition Documents and pay fees and expenses related thereto; and (h) the issuance of Equity Interests (that are not Disqualified Equity Interests) to any officer, director, manager, employee or consultant of Holdings, Holdings’ general partner, LLC Subsidiary or any of the Restricted Subsidiaries or any direct or indirect parent of Holdings or LLC Subsidiary.

Transactions with Affiliates. Enter Notwithstanding any provision of any Loan Document, Borrower shall not enter into or permit to exist consummate any transaction (including the purchase, sale, lease or exchange of any property, the rendering of any service or the payment of any advisory, consulting and/or management fee) kind with any Affiliate of Holdingsits Affiliates or any Guarantor, on terms that are less favorable to Holdingsif any, any Borrower or any of the Restricted Subsidiariestheir respective Affiliates (including, as the case may bebut not limited to, than those that would reasonably be expected to be obtained at the time from a Person who is not such an Affiliate in a comparable arms-length transaction; provided that the foregoing restriction shall not apply to: any real property lease) other than: (a) any transaction among Holdingssalary, any Borrower bonus, stock option and any wholly owned Restricted Subsidiary not otherwise prohibited hereby other compensation and employment arrangements with (including any Person that becomes a wholly owned Restricted Subsidiary as a result i) directors or employees in the ordinary course of or in connection with such transaction); (b) reasonable and customary indemnities provided tobusiness, and reasonable and customary fees and reimbursements paid to, members of the Board of Directors of Holdings, Holdings’ general partner, any Borrower and any Restricted Subsidiary; (cii) reasonable and customary employment, compensation and severance arrangements for officers and other employees of Holdings, any Borrower and any Restricted Subsidiary entered into consultants in the ordinary course of business both for the Borrower and transactions pursuant to stock option plans the consultant as approved by Agent in its Permitted Discretion; provided, that no payments of any bonus, compensation or remuneration or otherwise (except normal salaries, bonuses, grants of Permitted Options, other compensation and employee benefit plans and arrangements; (dcommissions consistent with past practices) equity issuances, repurchases, redemptions, retirements or other acquisitions or retirement of Equity Interests and other Restricted Payments to the extent shall be permitted under Section 6.4 and loans and other transactions by and among Holdings, any Borrower and/or one or more Restricted Subsidiaries to the extent otherwise permitted under, and subject to the limitations otherwise contained in, Section 6; (e) (i) so long as no if an Event of Default has occurred and is continuingremains in effect or would be caused by or result from such payment, the payment of management, monitoring, consulting, advisory (b) distributions and other fees (including transaction and termination fees), in each case, dividends permitted pursuant to Section 7.5, (c) transactions with Agent or any Affiliate of Agent, (d) sales and issuances of Permitted Securities, or (e) other transactions and payments under and pursuant to written agreements entered into by and between Borrower and one or more of its Affiliates that both (i) reflect and constitute transactions and payments on overall terms at least as favorable to Borrower as would be the Management Agreement (without giving effect to any changes thereto after the Closing Date that are materially adverse to the interests case in an arm's length transaction between unrelated parties of the Agents or the Lenders as reasonably determined by the Administrative Agent (it being understood and agreed that any increase in management, monitoring, consulting, advisory and other fees (including transaction and termination fees) shall be deemed to be materially adverse to the interests of the Agents or the Lenders)); provided that, for the avoidance of doubt, upon the occurrence and during the continuance of an 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 Defaultequal bargaining power, and (ii) indemnifications other than arm's length commercial transaction in the ordinary course of business between Borrower and reimbursement a Portfolio Company, if Agent requests, are subject to such subordination terms and conditions as determined by Agent in its Permitted Discretion; provided further, that notwithstanding the foregoing or any provision of expenses any Loan Document, Borrower shall not (A) enter into or consummate any transaction or agreement pursuant to which it becomes a party to any mortgage, note, indenture or guarantee evidencing any Indebtedness of any of its Affiliates or otherwise to become responsible or liable, as a guarantor, surety or otherwise, pursuant to agreement for any Indebtedness of any such Affiliate, or (B) other than pursuant to employment agreements in the Sponsor ordinary course (subject to clause (a) above) and to arm's length commercial transactions in the ordinary course of business between Borrower and a Portfolio Company as permitted above, make any payment to any of its Affiliates in connection excess of $10,000 individually or $50,000 in the aggregate without the prior written consent of Agent. Notwithstanding any other provision of any Loan Document, Borrower shall not enter into, make, take, do or suffer to exist any transaction, payment or action permitted under this Section 7.6 if an Event of Default has occurred and remains in effect or would be caused by or result therefrom (other than payments specifically permitted under clauses (a) and (d) (subject to the mandatory prepayment requirements of Section 2.11) and, with managementrespect solely to the commercial transactions with Portfolio Companies referenced therein, monitoring, consulting and advisory services provided by them to Holdings, any (e) of this Section 7.6). Nothing contained in this Section 7.6 shall prohibit Borrower and any Restricted Subsidiary, including from making payments pursuant to the Management Agreement, if any; (f) to the extent permitted by Sections 6.4(g)(i), payments by any Borrower, Holdings, and any Restricted Subsidiary pursuant to tax sharing agreements among any such Persons on customary terms to the extent attributable to the ownership or operation provisions of such Persons; (g) Holdings, the Borrowers and the Targets may consummate the Closing Date Acquisition in accordance with the Closing Date Acquisition Documents and pay fees and expenses related thereto; and (h) the issuance of Equity Interests (that are not Disqualified Equity Interests) to any officer, director, manager, employee or consultant of Holdings, Holdings’ general partner, LLC Subsidiary or any of the Restricted Subsidiaries or any direct or indirect parent of Holdings or LLC Subsidiaryapplicable Subordination Agreements.

Transactions with Affiliates. Enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, the rendering of any service or the payment of any advisory, consulting and/or management fee) kind with any Affiliate of Holdingsthe Borrower, on terms that are less favorable to Holdings, any Borrower whether or any of the Restricted Subsidiaries, as the case may be, than those that would reasonably be expected to be obtained at the time from a Person who is not such an Affiliate in a comparable arms-length transaction; provided that the foregoing restriction shall not apply to: (a) any transaction among Holdings, any Borrower and any wholly owned Restricted Subsidiary not otherwise prohibited hereby (including any Person that becomes a wholly owned Restricted Subsidiary as a result of or in connection with such transaction); (b) reasonable and customary indemnities provided to, and reasonable and customary fees and reimbursements paid to, members of the Board of Directors of Holdings, Holdings’ general partner, any Borrower and any Restricted Subsidiary; (c) reasonable and customary employment, compensation and severance arrangements for officers and other employees of Holdings, any Borrower and any Restricted Subsidiary entered into in the ordinary course of business and business, other than (i) transactions pursuant between or among the Loan Parties or any entity that becomes a Loan Party as a result of such transaction, (ii) except with respect to stock option plans and employee benefit plans and arrangements; transactions covered by clause (div) equity issuancesof this Section 7.08, repurchases, redemptions, retirements or other acquisitions or retirement of Equity Interests and other Restricted Payments transactions on terms not materially less favorable to the extent permitted under Section 6.4 Borrower or such Subsidiary as would be obtainable by the Borrower or such Subsidiary at the time in a comparable arm’s-length transaction with a Person other than an Affiliate provided that, after the occurrence and loans during the continuance of a Default or Event of Default, transactions involving payments in excess of $500,000 a year entered into during the continuation of such Default or Event of Default with Affiliates that have a direct or indirect ownership interest in the Borrower or its Subsidiaries shall be reviewed and approved by the Administrative Agent, with such approval not to be unreasonably withheld; provided that no approval shall be required (A) for any financing from or amounts paid to GSO Capital and any other transactions by and among Holdings, any Borrower and/or one equity or more Restricted Subsidiaries credit investing affiliates of Blackstone to the extent otherwise permitted underunder this Agreement and (B) for the Borrower to retain Blackstone Advisory Partners for advisory services, (iii) the Transactions and subject the payment of fees and expenses related to the limitations otherwise contained inTransactions, Section 6; (eiv) payment of management, consulting, monitoring and advisory fees and customary transaction fees by the Borrower to the Sponsor and related indemnities and reasonable expenses, not to exceed 2% of the Borrower’s Consolidated EBITDA during any calendar year, provided that (ix) so long as no Default or Event of Default has occurred and is continuing, the payment of management(y) no Borrowing Base Deficiency exists or would be caused thereby and (z) such transaction does not occur during an Interim Borrowing Base Redetermination Restriction Period, monitoring, consulting, advisory (v) Restricted Payments expressly permitted under Section 7.06 and other fees (including transaction and termination fees), in each case, vi) transactions pursuant to the Management Agreement (without giving effect to any changes thereto after permitted agreements in existence on the Closing Date that are materially and set forth on Schedule 7.08 to the extent such an agreement is not adverse to the interests of the Agents or the Lenders as reasonably determined by the Administrative Agent (it being understood and agreed that in any increase in management, monitoring, consulting, advisory and other fees (including transaction and termination fees) shall be deemed to be materially adverse to the interests of the Agents or the Lenders)); provided that, for the avoidance of doubt, upon the occurrence and during the continuance of an 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 (ii) indemnifications and reimbursement of expenses of the Sponsor and its Affiliates in connection with management, monitoring, consulting and advisory services provided by them to Holdings, any Borrower and any Restricted Subsidiary, including pursuant to the Management Agreement, if any; (f) to the extent permitted by Sections 6.4(g)(i), payments by any Borrower, Holdings, and any Restricted Subsidiary pursuant to tax sharing agreements among any such Persons on customary terms to the extent attributable to the ownership or operation of such Persons; (g) Holdings, the Borrowers and the Targets may consummate the Closing Date Acquisition in accordance with the Closing Date Acquisition Documents and pay fees and expenses related thereto; and (h) the issuance of Equity Interests (that are not Disqualified Equity Interests) to any officer, director, manager, employee or consultant of Holdings, Holdings’ general partner, LLC Subsidiary or any of the Restricted Subsidiaries or any direct or indirect parent of Holdings or LLC Subsidiarymaterial respect.

Transactions with Affiliates. Enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, the rendering of any service or the payment of any advisory, consulting and/or management fee) kind with any Affiliate of Holdings, on terms that are less favorable to Holdings, any the Borrower or any of the Restricted Subsidiaries, as the case may be, than those that would reasonably be expected to be obtained at the time from a Person who is not such an Affiliate in a comparable arms-length transaction; provided that the foregoing restriction shall not apply to: (a) any transaction among Holdings, any Borrower and any wholly owned Restricted Subsidiary not otherwise prohibited hereby (including any Person that becomes a wholly owned Restricted Subsidiary as a result of or in connection with such transaction); (b) reasonable and customary indemnities provided to, and reasonable and customary fees and reimbursements paid to, members of the Board of Directors of Holdings, Holdings’ general partner, any Borrower and any Restricted Subsidiary; (c) reasonable and customary employment, compensation and severance arrangements for officers and other employees of Holdings, any Borrower and any Restricted Subsidiary entered into whether or not in the ordinary course of business business, other than (a) transactions among Loan Parties, transactions among Restricted Subsidiaries that are not Loan Parties and transactions pursuant between or among Loan Parties and Restricted Subsidiaries that are not Loan Parties so long as such transactions are permitted under the terms of this Agreement or otherwise in the ordinary course of business, (b) on terms substantially as favorable to stock option plans and employee benefit plans and arrangements; 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 an Affiliate, (c) the Transactions, (d) equity issuances[reserved], repurchases, redemptions, retirements or other acquisitions or retirement of Equity Interests and other (e) the payment (including Restricted Payments to the extent permitted under Section 6.4 and loans and other transactions by and among Holdings, any Borrower and/or one or more Restricted Subsidiaries to the extent otherwise permitted under, and subject to the limitations otherwise contained in, Section 6; (epermit payment) (i) so long as no Event of Default has occurred and is continuing, the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees), in each case, pursuant to the Management Agreement (without giving effect to any changes thereto after the Closing Date that are materially adverse to the interests of the Agents or the Lenders as reasonably determined by the Administrative Agent (it being understood and agreed that any increase in management, monitoring, consulting, advisory and other fees (including transaction and termination fees) shall be deemed to be materially adverse to the interests of the Agents advisory fees to, or the Lenders)); provided that, for the avoidance of doubtbenefit of, upon the occurrence and during the continuance of an 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 (ii) indemnifications and reimbursement of expenses of the Sponsor and its Affiliates in connection with an aggregate amount in any fiscal year not to exceed $3,500,000 pursuant to the Sponsor Management Agreement and any Sponsor Termination Fees not to exceed the amount set forth in the Sponsor Management Agreement as in effect on the Closing Date and related indemnities, reimbursements and reasonable expenses; provided that any such management, consulting, monitoring, consulting transaction and advisory services provided fees and Sponsor Termination Fees shall not be paid at any time an Event of Default then exists under Section 8.01(a) or 8.01(f) (it being agreed and understood that any such fees not so paid shall accrue and shall be paid in full at any time all such Events of Default shall cease to exist), (f) any Restricted Payment permitted under Section 7.06, (g) loans by them the Borrower and the Restricted Subsidiaries to Holdings, any the Borrower and any or Restricted SubsidiarySubsidiaries or to officers, including pursuant to the Management Agreementdirectors or employees, if any; (f) in each case to the extent permitted by Sections 6.4(g)(i)under this Article VII, (h) employment and severance arrangements between Holdings, the Borrower and the Restricted Subsidiaries and their respective officers and employees in the ordinary course of business, (i) payments by any Borrower, Holdings, the Borrower and any the Restricted Subsidiary Subsidiaries pursuant to the tax sharing agreements among any such Persons Holdings, the Borrower and the Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of such Persons; the Borrower and the Restricted Subsidiaries and not in excess of the amount permitted by Section 7.06(g)(i), (gj) the payment of customary fees and reasonable out of pocket costs and expenses to, and indemnities provided on behalf of, directors, officers and employees of Holdings, the Borrowers Borrower and the Targets may consummate Restricted Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of Holdings, the Borrower and the Restricted Subsidiaries, (k) transactions pursuant to permitted agreements in existence on the Closing Date Acquisition in accordance with the Closing Date Acquisition Documents and pay fees and expenses related thereto; and (h) the issuance of Equity Interests (that are not Disqualified Equity Interests) to any officer, director, manager, employee or consultant of Holdings, Holdings’ general partner, LLC Subsidiary set forth on Schedule 7.08 or any amendment thereto to the extent such an amendment, when taken as a whole, is not adverse to the Agents or Lenders in any material respect, (l) [reserved], and (m) subject to the same payment restrictions applicable to the fees described in the proviso to clause (e) above, customary payments by the Borrower and any Restricted Subsidiaries to the Sponsor and its Affiliates 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 Restricted Subsidiaries members of the board of directors or any direct or indirect parent a majority of the disinterested members of the board of directors of Holdings or LLC Subsidiarythe Borrower, in good faith.

Transactions with Affiliates. Enter into (a) Sell or permit to exist transfer any property or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transaction (including the purchasewith, sale, lease any of its Affiliates or exchange any known direct or indirect holder of 10% or more of any property, the rendering class of any service or the payment of any advisory, consulting and/or management fee) with any Affiliate capital stock of Holdings, on unless such transaction forms a part of the Transaction or is (i) otherwise permitted (or required) under this Agreement and (ii) upon terms that are no less favorable to Holdings, any the Borrower or any of the Restricted Subsidiariessuch Subsidiary, as the case may be, than those that it would reasonably be expected to be obtained at the time from a Person who is not such an Affiliate obtain in a comparable armsarm's-length transaction; transaction with a person which was not an Affiliate, provided that the foregoing restriction shall not apply to: to (aA) the payment to the Fund or any transaction among of its Affiliates or the Fund Affiliates of the monitoring and management fees referred to in paragraph (c) below or fees payable on the Closing Date or (B) the indemnification of directors of Holdings, any the Borrower and any wholly owned Restricted Subsidiary not otherwise prohibited hereby (including any Person that becomes a wholly owned Restricted Subsidiary as a result of or their Subsidiaries in connection accordance with such transaction);customary practice. (b) reasonable and customary indemnities provided The foregoing paragraph (a) shall not prohibit, to the extent otherwise permitted under this Agreement, (i) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and reasonable and customary fees and reimbursements paid to, members stock ownership plans approved by the Advisory Committee or board of the Board of Directors directors of Holdings, Holdings’ general partner, any Borrower and any Restricted Subsidiary; (cii) reasonable and customary employment, compensation and severance arrangements for officers and other loans or advances to employees of Holdings, the Borrower or any of their Subsidiaries in accordance with Section 6.04(e), (iii) transactions among the Borrower and any Restricted Subsidiary entered into Wholly Owned Subsidiaries and transactions among Wholly Owned Subsidiaries otherwise permitted by this Agreement, (iv) the payment of fees and indemnities to directors, officers and employees of Holdings and its Subsidiaries in the ordinary course of business and business, (v) transactions pursuant to stock option plans permitted agreements in existence on the Closing Date and employee benefit plans set forth on Schedule 6.07, (vi) any employment agreements entered into by any of the Borrower or any of its Subsidiaries in the ordinary course of business, (vii) dividends and arrangements; repurchases permitted under Section 6.06, (dviii) equity issuances, repurchases, redemptions, retirements or other acquisitions or retirement any purchase by the Investors of Equity Interests and other Restricted Payments of Holdings or any purchase by Holdings of Equity Interests of the Borrower or any contribution by Holdings to the extent permitted under Section 6.4 and loans and other transactions equity capital of the Borrower, provided that any Equity Interests of the Borrower purchased by and among Holdings shall be pledged to the Collateral Agent on behalf of the Lenders pursuant to the Pledge Agreement, (ix) payments by Holdings, the Borrower or any Borrower and/or one or more Restricted of their Subsidiaries to the extent otherwise permitted underFund and Fund Affiliates made for any financial advisory, and subject 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 the majority of the disinterested members of the Advisory Committee or board of directors of Holdings, in good faith, (x) transactions in which the Borrower delivers to the limitations otherwise contained inAdministrative Agent a letter from an independent financial advisor acceptable to the Administrative Agent stating that such transaction is fair to the Borrower or applicable Subsidiary from a financial point of view, Section 6; (exi) any agreement as in effect as of the Closing Date or any amendment thereto (i) so long as no Event of Default has occurred any such amendment is not disadvantageous to the Lenders in any material respect) or any transaction contemplated thereby and is continuing(xii) the existence of, or the performance by Holdings, the payment Borrower or any of managementtheir Subsidiaries of their obligations in connection with, monitoring, consulting, advisory and other fees the Recapitalization Agreement (as defined in the Existing Credit Agreement) or any agreement relating thereto (including transaction and termination fees)any registration rights agreement or purchase agreement related thereto) to which it was a party as of the Original Closing Date; provided, in each casehowever, pursuant to that the Management Agreement (without giving effect existence of, or the performance by Holdings, the Borrower or any Subsidiary of obligations under any amendment to any changes thereto after the Closing Date that are materially adverse to the interests of the Agents or the Lenders as reasonably determined such existing agreement shall only be permitted by the Administrative Agent this clause (it being understood and agreed that any increase in management, monitoring, consulting, advisory and other fees (including transaction and termination fees) shall be deemed to be materially adverse to the interests of the Agents or the Lenders)); provided that, for the avoidance of doubt, upon the occurrence and during the continuance of an 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 (ii) indemnifications and reimbursement of expenses of the Sponsor and its Affiliates in connection with management, monitoring, consulting and advisory services provided by them to Holdings, any Borrower and any Restricted Subsidiary, including pursuant to the Management Agreement, if any; (fxii) to the extent permitted by Sections 6.4(g)(i), payments by any Borrower, Holdings, and any Restricted Subsidiary pursuant to tax sharing agreements among that the terms of any such Persons on customary terms amendment or new agreement are not otherwise disadvantageous to the extent attributable Lenders in any material respect. (c) Make any payment of or on account of monitoring or management or similar fees payable to the ownership Fund or operation the Fund Affiliates in an aggregate amount in any fiscal year in excess of such Persons; $1,000,000 (g) Holdings, the Borrowers and the Targets may consummate the Closing Date Acquisition plus reasonable expenses in accordance with the Closing Date Acquisition Documents and pay fees and expenses related thereto; and (h) the issuance of Equity Interests (that are not Disqualified Equity Interests) to any officer, director, manager, employee or consultant of Holdings, Holdings’ general partner, LLC Subsidiary or any of the Restricted Subsidiaries or any direct or indirect parent of Holdings or LLC Subsidiaryconnection therewith).

Transactions with Affiliates. Enter into or The Borrower will not, and will not permit to exist any transaction (including the purchaseof its Subsidiaries to, salesell, lease or exchange of otherwise transfer any propertyProperty to, the rendering of or purchase, lease or otherwise acquire any service Property from, or the payment of otherwise engage in any advisory, consulting and/or management fee) with any Affiliate of Holdings, on terms that are less favorable to Holdingsother transactions with, any Borrower or any of the Restricted Subsidiariesits Affiliates, as the case may be, than those that would reasonably be expected to be obtained at the time from a Person who is not such an Affiliate in a comparable arms-length transaction; provided that the foregoing restriction shall not apply toexcept: (a) any transaction transactions at prices and on terms and conditions substantially as favorable to the Borrower or such Subsidiary (in the good faith determination of the Borrower) as could reasonably be obtained on an arm’s-length basis from unrelated third parties; (b) transactions between or among Holdings, any the Borrower and its Subsidiaries and any wholly owned Restricted Subsidiary not otherwise prohibited hereby (including any Person entity that becomes a wholly owned Restricted Subsidiary as a result of or in connection with such transaction); (b) reasonable and customary indemnities provided to, and reasonable and customary fees and reimbursements paid to, members of the Board of Directors of Holdings, Holdings’ general partner, transaction so long as such transaction does not involve any Borrower and any Restricted Subsidiaryother Affiliate; (c) reasonable the payment of customary compensation and customary benefits and reimbursements of out-of-pocket costs to, and the provision of indemnity on behalf of, directors, officers, consultants and employees of the Borrower or any Subsidiary and employment, compensation incentive, benefit, consulting and severance arrangements for officers and other employees of Holdings, any Borrower and any Restricted Subsidiary entered into in the ordinary course of business with officers, directors, consultants and transactions pursuant employees of the Borrower or its Subsidiaries; provided that during any period that the Borrower is a public company regulated by, and required to stock option plans and employee benefit plans and arrangementsfile regular periodic reports with, the SEC, any compensation paid to any director or executive officer of the Borrower or any Subsidiary which has been specifically approved by the Board of Directors of the Borrower (or by the Human Resources Committee of the Board of Directors of the Borrower or other committee responsible for such approval) during such period will be deemed to be reasonable for purposes of this clause (c); (d) equity issuances, repurchases, redemptions, retirements or other acquisitions or retirement of Equity Interests and other Restricted Payments to the extent permitted under Section 6.4 and loans and other transactions by and among Holdings, any Borrower and/or one or more Restricted Subsidiaries to the extent otherwise permitted under, and subject to the limitations otherwise contained in, Section 66.04; (e) (i) so long as no Event the issuance of Default has occurred and is continuing, the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees), in each case, pursuant to the Management Agreement (without giving effect to any changes thereto after the Closing Date that are materially adverse to the interests Qualified Equity Interests of the Agents Borrower and the granting of registration or the Lenders as reasonably determined by the Administrative Agent (it being understood and agreed that any increase in management, monitoring, consulting, advisory and other fees (including transaction and termination fees) shall be deemed to be materially adverse to the interests of the Agents or the Lenders)); provided that, for the avoidance of doubt, upon the occurrence and during the continuance of an 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 (ii) indemnifications and reimbursement of expenses of the Sponsor and its Affiliates customary rights in connection with management, monitoring, consulting and advisory services provided by them to Holdings, any Borrower and any Restricted Subsidiary, including pursuant to the Management Agreement, if anytherewith; (f) to transactions with joint ventures that are Affiliates solely as a result of the extent permitted by Sections 6.4(g)(i), payments by any Borrower, Holdings, and any Restricted Subsidiary pursuant to tax sharing agreements among any ’s or a Subsidiary’s Control over such Persons on customary terms to the extent attributable to the ownership or operation of such Personsjoint venture; (g) Holdingstransactions with landlords, customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the Borrowers ordinary course of business; (h) split-dollar life insurance agreements with Affiliates, so long as the aggregate amount of premiums payable by the Borrower during any fiscal year pursuant to such agreements shall not exceed $2,000,000 in the aggregate; (i) loans and advances to officers, directors, consultants and employees in the Targets may consummate the Closing Date Acquisition in accordance with the Closing Date Acquisition Documents and pay fees and expenses related theretoordinary course of business; and (hj) the issuance transactions effected as part of Equity Interests (that are not Disqualified Equity Interests) to any officer, director, manager, employee or consultant of Holdings, Holdings’ general partner, LLC Subsidiary or any of the Restricted Subsidiaries or any direct or indirect parent of Holdings or LLC Subsidiarya Permitted Receivables Facility with a Receivables Entity.

Transactions with Affiliates. Enter Holdings will not, and ---------------------------- will not permit any Subsidiary to, enter into or permit to exist any transaction (including or series of transactions, whether or not in the purchaseordinary course of business, sale, lease or exchange of any property, the rendering of any service or the payment of any advisory, consulting and/or management fee) with any Affiliate of Holdings, other than on terms that are less and conditions substantially as favorable to Holdings, any Borrower Holdings or any of the Restricted Subsidiaries, such Subsidiary as the case may be, than those that would reasonably be expected to be obtained obtainable by Holdings or such Subsidiary at the time from a Person who is not such an Affiliate in a comparable armsarm's-length transaction; transaction with a Person other than an Affiliate, provided that the foregoing restriction restrictions shall not -------- apply to: to (ai) transactions with Bessemer and its Affiliates set forth in Annex 8.10 hereto in such amounts and at such times as is permitted pursuant to the terms of the Subordinated Note Indenture, provided that no amount shall be paid by Holdings or any transaction among Holdings, any Borrower and any wholly owned Restricted Subsidiary not otherwise prohibited hereby (including any Person that becomes a wholly owned Restricted Subsidiary as a result of or in connection with such transaction); transactions during the continuation of an Event of Default, (bii) reasonable payments among Holdings and customary indemnities provided toits Subsidiaries pursuant to any Tax Sharing Agreement, and reasonable and customary fees and reimbursements paid to, members of the Board of Directors of Holdings, Holdings’ general partner, any Borrower and any Restricted Subsidiary; (ciii) reasonable and customary employment, compensation and severance employment arrangements for officers and other employees of Holdings, any Borrower and any Restricted Subsidiary entered into in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements; (d) equity issuances, repurchases, redemptions, retirements or other acquisitions or retirement of Equity Interests and other Restricted Payments to the extent permitted under Section 6.4 and loans and other transactions by and among Holdings, any Borrower and/or one or more Restricted Subsidiaries to the extent otherwise permitted under, and subject to the limitations otherwise contained in, Section 6; (e) (i) so long as no Event of Default has occurred and is continuing, the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees), in each case, pursuant to the Management Agreement (without giving effect to any changes thereto after the Closing Date that are materially adverse to the interests with officers of the Agents or the Lenders as reasonably determined by the Administrative Agent Borrower and its Subsidiaries, (it being understood and agreed that any increase in management, monitoring, consulting, advisory and other iv) customary fees (including transaction and termination fees) shall be deemed paid to be materially adverse to the interests members of the Agents Board of Directors of Holdings and of its Subsidiaries, (v) transactions between or the Lenders)); provided that, for the avoidance of doubt, upon the occurrence and during the continuance of an 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 (ii) indemnifications and reimbursement of expenses of the Sponsor and its Affiliates in connection with management, monitoring, consulting and advisory services provided by them to Holdings, any Borrower and any Restricted Subsidiary, including pursuant to the Management Agreement, if any; (f) to the extent permitted by Sections 6.4(g)(i), payments by any Borrower, Holdings, and any Restricted Subsidiary pursuant to tax sharing agreements among any such Persons on customary terms to the extent attributable to the ownership or operation of such Persons; (g) Holdings, the Borrowers and the Targets may consummate the Closing Date Acquisition in accordance with the Closing Date Acquisition Documents and pay fees and expenses related thereto; and (h) the issuance of Equity Interests (that are not Disqualified Equity Interests) to any officer, director, manager, employee or consultant of Holdings, Holdings’ general partner, LLC Subsidiary or any of the Restricted Borrower and its Wholly-Owned Domestic Subsidiaries, (vi) between the Borrower and its Wholly-Owned Subsidiaries or any direct or indirect parent in the ordinary course of business and (vii) payments by the Borrower to ▇▇▇▇▇▇ and the other Selling Shareholders required by the Devon Acquisition Agreement as in effect on the date hereof, provided that at least 50% of each -------- Contingent Payment (as defined in the Devon Acquisition Agreement) required to be made pursuant to Section 10(d) of the Devon Acquisition Agreement shall be made from the proceeds of additional equity contributed to the Borrower through Holdings or LLC Subsidiaryby the Investors for that purpose.

Transactions with Affiliates. Enter into (a) Sell or permit to exist transfer any property or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transaction (including the purchasewith, sale, lease any of its Affiliates or exchange any known direct or indirect holder of 10% or more of any propertyclass of capital stock of UCAR, the rendering of any service or the payment of any advisory, consulting and/or management feeunless such transaction is (i) with any Affiliate of Holdings, on otherwise permitted under this Agreement and (ii) upon terms that are no less favorable to Holdings, any the Borrower or any of the Restricted Subsidiariessuch Subsidiary, as the case may be, than those that it would reasonably be expected to be obtained at the time from a Person who is not such an Affiliate obtain in a comparable armsarm's-length transaction; provided transaction with a person which was not an Affiliate, PROVIDED that the foregoing restriction shall not apply to: (a) any transaction among Holdingsto the indemnification of directors of UCAR, any the Borrower and any wholly owned Restricted Subsidiary not otherwise prohibited hereby (including any Person that becomes a wholly owned Restricted Subsidiary as a result of or the Subsidiaries in connection accordance with such transaction);customary practice. (b) reasonable and customary indemnities provided The foregoing paragraph (a) shall not prohibit, to the extent otherwise permitted under this Agreement, (i) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, and reasonable and customary fees and reimbursements paid toor the funding of, members of employment arrangements or stock option, ownership or purchase plans approved by the Board of Directors of HoldingsUCAR, Holdings’ general partner(ii) loans or advances to employees of UCAR, the Borrower or any Subsidiary in accordance with Section 6.04(e), (iii) transactions among UCAR, the Borrower and any Restricted Subsidiary; Wholly Owned Subsidiaries and transactions among Wholly Owned Subsidiaries otherwise permitted by this Agreement, (civ) reasonable Permitted Foreign Transfers (other than Specified Permitted Transactions), (v) the payment of fees and customary employmentindemnities to directors, compensation and severance arrangements for officers and other employees of Holdings, any the Borrower and any Restricted Subsidiary entered into the Subsidiaries in the ordinary course of business and business, (vi) transactions pursuant to stock option plans permitted agreements in existence on the Effective Date and employee benefit plans and arrangements; set forth on Schedule 6.07, (dvii) equity issuances, repurchases, redemptions, retirements or other acquisitions or retirement of Equity Interests and other Restricted Payments to the extent permitted under Section 6.4 and loans and other transactions by and among Holdings, any Borrower and/or one or more Restricted Subsidiaries to the extent otherwise permitted under, and subject to the limitations otherwise contained in, Section 6; (e) (i) so long as no Event of Default has occurred and is continuing, the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees), in each case, payments pursuant to the Management Agreement Tax Sharing Agreement, (without giving effect to viii) any changes thereto after the Closing Date that are materially adverse to the interests of the Agents or the Lenders as reasonably determined employment agreements entered into by the Administrative Agent (it being understood and agreed that any increase in management, monitoring, consulting, advisory and other fees (including transaction and termination fees) shall be deemed to be materially adverse to the interests of the Agents or the Lenders)); provided that, for the avoidance of doubt, upon the occurrence and during the continuance of an 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 (ii) indemnifications and reimbursement of expenses of the Sponsor and its Affiliates in connection with management, monitoring, consulting and advisory services provided by them to Holdings, any Borrower and any Restricted Subsidiary, including pursuant to the Management Agreement, if any; (f) to the extent permitted by Sections 6.4(g)(i), payments by any Borrower, Holdings, and any Restricted Subsidiary pursuant to tax sharing agreements among any such Persons on customary terms to the extent attributable to the ownership or operation of such Persons; (g) Holdings, the Borrowers and the Targets may consummate the Closing Date Acquisition in accordance with the Closing Date Acquisition Documents and pay fees and expenses related thereto; and (h) the issuance of Equity Interests (that are not Disqualified Equity Interests) to any officer, director, manager, employee or consultant of Holdings, Holdings’ general partner, LLC Subsidiary or any of the Restricted Subsidiaries in the ordinary course of business, (ix) dividends and repurchases permitted under Section 6.06, and (x) any purchase by UCAR of Capital Stock of the Borrower or any direct or indirect parent contribution by UCAR to the equity capital of Holdings or LLC Subsidiarythe Borrower.

Transactions with Affiliates. Enter The Borrower shall not, nor shall the Borrower permit any of the Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, the rendering of any service or the payment of any advisory, consulting and/or management fee) kind with any Affiliate of Holdingsthe Borrower, on terms that are less favorable to Holdingswhether or not in the ordinary course of business, involving aggregate payments or consideration in respect of any Borrower or any such transaction in excess of the Restricted Subsidiaries$25,000,000, as the case may be, other than those that would reasonably be expected to be obtained at the time from a Person who is not such an Affiliate in a comparable arms-length transaction; provided that the foregoing restriction shall not apply to: (a) any transaction loans and other transactions among Holdings, any the Borrower and the Restricted Subsidiaries or any wholly owned Restricted Subsidiary not otherwise prohibited hereby (including any Person entity that becomes a wholly owned Restricted Subsidiary as a result of such loan or other transaction to the extent permitted under this Article 7, (b) on terms 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 an Affiliate, (c) the Transactions and the payment of Transaction Expenses as part of or in connection with such transaction); the Transactions, (bd) reasonable and customary indemnities provided to, and reasonable and customary fees and reimbursements paid to, members of the Board of Directors of Holdings, Holdings’ general partner, any Borrower and any Restricted Subsidiary; (c) reasonable and customary employment, compensation employment and severance arrangements for between Holdings, the Borrower and the Restricted Subsidiaries and their respective officers and other employees of Holdings, any Borrower and any Restricted Subsidiary entered into in the ordinary course of business or consistent with past practice and transactions pursuant to stock option equity-based plans and employee benefit plans and arrangements; arrangements in the ordinary course of business, (de) equity issuances, repurchases, redemptions, retirements or other acquisitions or retirement of Equity Interests and other Restricted Payments to the extent permitted under Section 6.4 7.06, Investments permitted under Section 7.02 and loans prepayments redemptions, purchases, defeasances and other transactions payments permitted by and among HoldingsSection 7.10, any Borrower and/or one or more Restricted Subsidiaries to the extent otherwise permitted under, and subject to the limitations otherwise contained in, Section 6; (ef) (i) so long as no Event of Default has occurred and is continuing, the payment of managementcustomary fees and reasonable out of pocket costs to, monitoringand indemnities provided on behalf of, consultingdirectors, advisory managers, officers, employees and other fees consultants of Holdings, the Borrower and the Restricted Subsidiaries (including transaction and termination fees), in each case, pursuant to the Management Agreement (without giving effect to or any changes thereto after the Closing Date that are materially adverse to the interests direct or indirect parent of the Agents or Borrower) in the Lenders as reasonably determined by the Administrative Agent (it being understood and agreed that any increase in management, monitoring, consulting, advisory and other fees (including transaction and termination fees) shall be deemed to be materially adverse to the interests ordinary course of the Agents or the Lenders)); provided that, for the avoidance of doubt, upon the occurrence and during the continuance of an 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 (ii) indemnifications and reimbursement of expenses of the Sponsor and its Affiliates in connection with management, monitoring, consulting and advisory services provided by them to Holdings, any Borrower and any Restricted Subsidiary, including pursuant to the Management Agreement, if any; (f) to the extent permitted by Sections 6.4(g)(i), payments by any Borrower, Holdings, and any Restricted Subsidiary pursuant to tax sharing agreements among any such Persons on customary terms business to the extent attributable to the ownership or operation of such Persons; the Borrower and the Restricted Subsidiaries, (g) transactions pursuant to agreements in existence on the Closing Date and set forth on Schedule 7.07 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect, (h) customary payments by the Borrower and any of its Restricted Subsidiaries to the Investors 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 managers or a majority of the disinterested members of the board of directors or managers of the Borrower, in good faith, (i) (x) so long as no Event of Default under Section 8.01(a) or, solely with respect to the Borrower, Section 8.01(f) has occurred and is continuing or would result therefrom, the payment of management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses and any Investor Termination Fees pursuant to the Investor Management Agreement (plus any unpaid management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses accrued in any prior year) and any termination fees (including any such cash lump sum or present value fee upon the consummation of a corporate event, including an initial public equity offering) pursuant to the Investor Management Agreement, or any amendment thereto or replacement thereof so long as any such amendment or replacement is not materially disadvantageous in the good faith judgment of the Borrower to the Lenders when taken as a whole, as compared to the Investor Management Agreement as in effect immediately prior to such amendment or replacement (provided that any increase of the advisory fee pursuant to Section 4(d) of the Investor Management Agreement which is not disproportionate to the amount of the percentage increase in Consolidated EBITDA (resulting from the transaction giving rise to such increase of the advisory fee) shall not be deemed to be disadvantageous to the Lenders), (y) the payment of indemnification and other similar amounts to the Investors and reimbursement of expenses of the Investors and (z) customary payments by the Borrower and any of its Restricted Subsidiaries to the Investors 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 a majority of the members of the board of directors or managers or a majority of the disinterested members of the board of directors or managers of the Borrower, in good faith, (j) payments by the Borrower or any of its Subsidiaries pursuant to any tax sharing agreements with any direct or indirect parent of the Borrower to the extent attributable to the ownership or operation of the Borrower and its Subsidiaries, but only to the extent permitted by Section 7.06(i)(iii), (k) a joint venture which would constitute a transaction with an Affiliate solely as a result of Holdings, the Borrowers and the Targets may consummate the Closing Date Acquisition in accordance with the Closing Date Acquisition Documents and pay fees and expenses related thereto; and Borrower or a Restricted Subsidiary owning an equity interest or otherwise controlling such joint venture or similar entity, (hl) the issuance or transfer of Equity Interests (that are not other than Disqualified Equity Interests) of Holdings or the Borrower to any officerPermitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any Affiliate or any Immediate Family Member of any of the foregoing) of Holdings, Holdings’ general partnerthe Borrower, LLC Subsidiary or any of the Restricted its Subsidiaries or any direct or indirect parent of Holdings thereof, (m) Permitted Intercompany Activities and (o) transactions with any Affiliated Lender in its capacity as a Lender party to any Loan Document or LLC Subsidiaryparty to any agreement, document or instrument governing or relating to any Indebtedness permitted to be incurred pursuant to Section 7.03 (including Permitted Refinancings thereof) to the extent such Affiliated Lender is being treated no more favorably than all other Lenders or lenders thereunder.

Transactions with Affiliates. Enter Neither Holdings shall, nor shall Holdings permit any of the Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, the rendering of any service or the payment of any advisory, consulting and/or management fee) kind with any Affiliate of Holdings, whether or not in the ordinary course of business for a transaction value in excess of $5,000,000 per each individual transaction, other than (a) loans and other transactions among Holdings and its Restricted Subsidiaries and Securitization Subsidiaries or any entity that becomes a Restricted Subsidiary or Securitization Subsidiary or as a result of such loan or other transaction to the extent permitted under this Article VII, (b) on terms that are less substantially as favorable to Holdings, any Borrower Holdings or any of the such Restricted Subsidiaries, Subsidiary as the case may be, than those that would reasonably be expected to be obtained obtainable by Holdings or such Restricted Subsidiary at the time from a Person who is not such an Affiliate in a comparable armsarm’s-length transaction; provided that transaction with a Person other than an Affiliate, (c) the foregoing restriction shall not apply to: (a) any transaction among Holdings, any Borrower Transactions and any wholly owned Restricted Subsidiary not otherwise prohibited hereby (including any Person that becomes a wholly owned Restricted Subsidiary the payment of Transaction Expenses as a result part of or in connection with such the Transactions, (d) so long as no Event of Default under Sections 8.01(a), (f) or (g) has occurred and is continuing, the payment of management, monitoring, consulting, transaction); (b) reasonable , termination and customary advisory fees in an aggregate amount pursuant to the Management Agreement and related indemnities provided to, and reasonable and customary fees and reimbursements paid to, members of the Board of Directors of Holdings, Holdings’ general partner, any Borrower expenses and any Management Agreement Termination Fees, in each case, not to exceed the respective amounts set forth in the Management Agreement as in effect on the Closing Date, (e) Restricted Subsidiary; Payments permitted under Section 7.06 and Investments permitted under Section 7.02, (cf) reasonable and customary employment, compensation employment and severance arrangements for between Holdings and its Restricted Subsidiaries and their respective officers and other employees of Holdings, any Borrower and any Restricted Subsidiary entered into in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements; arrangements in the ordinary course of business, (dg) equity issuances, repurchases, redemptions, retirements or other acquisitions or retirement of Equity Interests and other Restricted Payments to the extent permitted under Section 6.4 and loans and other transactions by and among Holdings, any Borrower and/or one or more Restricted Subsidiaries to the extent otherwise permitted under, and subject to the limitations otherwise contained in, Section 6; (e) (i) so long as no Event of Default has occurred and is continuing, the payment of management, monitoring, consulting, advisory customary fees and other fees (including transaction and termination fees), in each case, pursuant to the Management Agreement (without giving effect to any changes thereto after the Closing Date that are materially adverse to the interests reasonable out of the Agents or the Lenders as reasonably determined by the Administrative Agent (it being understood and agreed that any increase in management, monitoring, consulting, advisory and other fees (including transaction and termination fees) shall be deemed to be materially adverse to the interests of the Agents or the Lenders)); provided that, for the avoidance of doubt, upon the occurrence and during the continuance of an 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 Defaultpocket costs to, and (ii) indemnifications indemnities provided on behalf of, directors, managers, officers, employees and reimbursement consultants of expenses of the Sponsor Holdings and its Affiliates Restricted Subsidiaries (or any direct or indirect parent of Holdings) in connection with management, monitoring, consulting and advisory services provided by them to Holdings, any Borrower and any Restricted Subsidiary, including pursuant to the Management Agreement, if any; (f) to the extent permitted by Sections 6.4(g)(i), payments by any Borrower, Holdings, and any Restricted Subsidiary pursuant to tax sharing agreements among any such Persons on customary terms ordinary course of business to the extent attributable to the ownership or operation of such Persons; Holdings and its Restricted Subsidiaries, (gh) Holdings, the Borrowers and the Targets may consummate transactions pursuant to agreements in existence on the Closing Date Acquisition and set forth on Schedule 7.08 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in accordance any material respect, (i) customary payments by Holdings and any of its Restricted Subsidiaries to The Blackstone Group and/or its Affiliates 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 Closing Date Acquisition Documents majority of the members of the board of directors or managers or a majority of the disinterested members of the board of directors or managers of Holdings, in good faith, (j) payments by Holdings or any of its Subsidiaries pursuant to any tax sharing agreements with any direct or indirect parent of Holdings to the extent attributable to the ownership or operation of Holdings and pay fees and expenses related thereto; and the Subsidiaries, but only to the extent permitted by Section 7.06(i)(iii), (hk) the issuance or transfer of Equity Interests (that are not other than Disqualified Equity Interests) of Holdings to any officerPermitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any Affiliate of any of the foregoing) of Holdings, Holdings’ general partner, LLC Subsidiary or any of the Restricted its Subsidiaries or any direct or indirect parent thereof, (l) any Disposition of Securitization Assets or related assets in connection with any Qualified Securitization Financing, (m) Permitted Intercompany Activities, (n) transactions in connection with Permitted Tax Restructurings or (o) a joint venture which would constitute a transaction with an Affiliate solely as a result of Holdings or LLC Subsidiaryany Restricted Subsidiary owning an equity interest or otherwise controlling such joint venture or similar entity.

Transactions with Affiliates. Enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, the rendering of any service or the payment of any advisory, consulting and/or management fee) kind with any Affiliate of Holdingsthe Borrower, on terms that are less favorable to Holdingswhether or not in the ordinary course of business, any Borrower or any of the Restricted Subsidiaries, as the case may be, other than those that would reasonably be expected to be obtained at the time from a Person who is not such an Affiliate in a comparable arms-length transaction; provided that the foregoing restriction shall not apply to: (a) transactions among Loan Parties or any transaction among Holdings, any Borrower and any wholly owned Restricted Subsidiary not otherwise prohibited hereby (including or any Person entity that becomes a wholly owned Restricted Subsidiary as a result of such transaction, (b) on terms substantially as favorable to Holdings, the Borrower or such Restricted Subsidiary as would be obtainable by Holdings, the Borrower or such Restricted Subsidiary at the time in a comparable arm’s-length transaction with a Person other than an Affiliate, (c) the payment of fees and expenses and the making of any Restricted Payments related to or in connection with such transaction); the Original Closing Date Transaction or the Aspen Transaction, (bd) reasonable the issuance of Equity Interests to the management of the Borrower or any of its Subsidiaries in connection with the Original Closing Date Transaction, (e) the payment of management and customary monitoring fees to the Sponsor in an aggregate amount in any fiscal year not to exceed the amount permitted to be paid (including accrued amounts) pursuant to the Sponsor Management Agreement as in effect on the Original Closing Date and any Sponsor Termination Fees not to exceed the amount set forth in the Sponsor Management Agreement as in effect on the Original Closing Date and related indemnities provided to, and reasonable and customary fees and reimbursements paid toexpenses, members of the Board of Directors of Holdings, Holdings’ general partner, any Borrower and any Restricted Subsidiary; (c) reasonable and customary employment, compensation and severance arrangements for officers and other employees of Holdings, any Borrower and any Restricted Subsidiary entered into in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements; (df) equity issuances, repurchases, redemptionsretirements, retirements defeasance, cancellation, termination or other acquisitions or retirement retirements of Equity Interests permitted under Section 7.06, (g) loans by Holdings, the Borrower and other the Restricted Payments Subsidiaries to Holdings, the Borrower or Restricted Subsidiaries or to officers, directors or employees to the extent permitted under Section 6.4 this Article VII, (h) employment and loans and other transactions by and among severance arrangements between Holdings, any the Borrower and/or one or more and the Restricted Subsidiaries to and their respective officers and employees in the extent otherwise permitted underordinary course of business, and subject to the limitations otherwise contained in, Section 6; (e) (i) so long as no Event of Default has occurred payments by Holdings (and is continuingany direct or indirect parent thereof), the payment of management, monitoring, consulting, advisory Borrower and other fees (including transaction and termination fees), in each case, the Restricted Subsidiaries pursuant to the Management Agreement (without giving effect to any changes thereto after the Closing Date that are materially adverse to the interests of the Agents or the Lenders as reasonably determined by the Administrative Agent (it being understood and agreed that any increase in management, monitoring, consulting, advisory and other fees (including transaction and termination fees) shall be deemed to be materially adverse to the interests of the Agents or the Lenders)); provided that, for the avoidance of doubt, upon the occurrence and during the continuance of an 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 (ii) indemnifications and reimbursement of expenses of the Sponsor and its Affiliates in connection with management, monitoring, consulting and advisory services provided by them to Holdings, any Borrower and any Restricted Subsidiary, including pursuant to the Management Agreement, if any; (f) to the extent permitted by Sections 6.4(g)(i), payments by any Borrower, Holdings, and any Restricted Subsidiary pursuant to tax sharing agreements among Holdings (and any such Persons parent thereof), the Borrower and the Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of such Persons; the Borrower and the Restricted Subsidiaries and not in excess of the amount permitted by Section 7.06(g)(i), (gj) the payment of customary fees and reasonable out of pocket costs and expenses to, and indemnities provided on behalf of, directors, officers and employees of Holdings, the Borrowers Borrower and the Targets may consummate Restricted Subsidiaries in the Closing Date Acquisition in accordance with ordinary course of business to the Closing Date Acquisition Documents and pay fees and expenses related thereto; and (h) extent attributable to the issuance of Equity Interests (that are not Disqualified Equity Interests) to any officer, director, manager, employee ownership or consultant operation of Holdings, Holdings’ general partnerthe Borrower and the Restricted Subsidiaries, LLC Subsidiary (k) transactions pursuant to permitted agreements in existence on the Original Closing Date and set forth on Schedule 7.08 to the Original Credit Agreement as in effect immediately prior to the Second Restatement Effective Date or any amendment thereto to the extent such an amendment, when taken as a whole, is not adverse to the Lenders in any material respect, (l) dividends, distributions, returns of capital, redemptions and repurchases permitted under Section 7.06, and (m) customary payments by Holdings, the Borrower and any Restricted Subsidiaries 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 majority of the Restricted Subsidiaries members of the board of directors or any direct or indirect parent a majority of the disinterested members of the board of directors of Holdings or LLC Subsidiarythe Borrower, in good faith.

Transactions with Affiliates. Enter The Borrower will not, and will not permit any Subsidiary to, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, the rendering of any service or the payment of any advisory, consulting and/or management fee) kind with any Affiliate of Holdingsthe Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms that are less substantially as favorable to Holdings, any the Borrower or any of such Subsidiary as would be obtainable by the Restricted Subsidiaries, as the case may be, than those that would reasonably be expected to be obtained Borrower or such Subsidiary at the time from a Person who is not such an Affiliate in a comparable armsarm’s-length transactiontransaction with a Person other than an Affiliate; provided that the foregoing restriction shall not apply to: to (a) any transaction transactions between or among Holdings, any the Borrower and any wholly owned Restricted Subsidiary not otherwise prohibited hereby (including of its Wholly-Owned Subsidiaries or between and among any Person that becomes a wholly owned Restricted Subsidiary as a result of or in connection with such transaction); Wholly-Owned Subsidiaries, (b) reasonable Restricted Payments permitted by Section 6.05, (c) director, officer and customary indemnities provided toemployee compensation (including bonuses) and other benefits (including retirement, health, stock option and reasonable other benefit plans) and customary fees indemnification arrangements and reimbursements paid toseverance agreements, members of in each case approved by the Board of Directors of Holdingsthe Borrower or direct or indirect parent entity of the Borrower or the applicable Subsidiary, Holdings’ general partner, any Borrower and any Restricted Subsidiary; (c) reasonable and customary employment, compensation and severance arrangements for officers and other employees of Holdings, any Borrower and any Restricted Subsidiary entered into in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements; (d) equity issuancestransactions in respect of agreements and arrangements in effect on the Closing Date and set forth on Schedule 6.07 and any amendment or modification with respect to such agreement, repurchases, redemptions, retirements arrangement or other acquisitions or retirement of Equity Interests and other Restricted Payments to the extent permitted under Section 6.4 and loans and other transactions by and among Holdings, any Borrower and/or one or more Restricted Subsidiaries to the extent otherwise permitted undertransaction, and subject to the limitations otherwise contained inperformance of obligations thereunder, Section 6; (e) (i) so long as no Event of Default has occurred and such amendment or modification is continuing, the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees), in each case, pursuant to the Management Agreement (without giving effect to any changes thereto after the Closing Date that are not materially adverse to the interests of the Agents or the Lenders as reasonably determined by the Administrative Agent Lenders, (it being understood e) any agreement between any Person and agreed that any increase in management, monitoring, consulting, advisory and other fees (including transaction and termination fees) shall be deemed to be materially adverse to the interests of the Agents or the Lenders)); provided that, for the avoidance of doubt, upon the occurrence and during the continuance of an 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 Affiliate of such Event of Default, and (ii) indemnifications and reimbursement of expenses of Person existing at the Sponsor and time such Person is acquired by or merged into the Borrower or its Affiliates in connection with management, monitoring, consulting and advisory services provided by them to Holdings, any Borrower and any Restricted Subsidiary, including pursuant to the Management Agreement, if any; (f) to the extent permitted by Sections 6.4(g)(i), payments by any Borrower, Holdings, and any Restricted Subsidiary pursuant to tax sharing agreements among any such Persons on customary terms to the extent attributable to the ownership or operation of such Persons; (g) Holdings, the Borrowers and the Targets may consummate the Closing Date Acquisition Subsidiaries in accordance with the Closing Date Acquisition Documents terms of this Agreement; provided that such agreement was not entered into in contemplation of such acquisition, merger or amalgamation, 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 Borrower when taken as a whole as compared to such agreement as in effect on the date of such acquisition or merger) and, (f) that certain management services agreement dated March 1, 2020 by and pay fees among IHC Management LLC, Ilera Healthcare LLC and expenses related thereto; and TerrAscend NJ LLC, and (hg) the issuance of Equity Interests (that are not Disqualified Equity Interests) to any officer, director, manager, employee or consultant of Holdings, Holdings’ general partner, LLC Subsidiary or any of transactions and all related actions constituting the Restricted Subsidiaries or any direct or indirect parent of Holdings or LLC SubsidiaryLodi and Maplewood Transaction.

Transactions with Affiliates. Enter Directly or indirectly, purchase, acquire or lease any property from, or sell, transfer or lease any property to, or otherwise enter into or permit to exist any transaction or deal with, any Affiliate, except for (a) transactions among Domestic Loan Parties and/or Foreign Secured Loan Parties which are not expressly prohibited by the terms of this Agreement and which are in the Ordinary Course of Business; (b) intercompany investments and intercompany loans among the Companies which are expressly permitted under this Agreement , including Permitted Intercompany Advances and Permitted Intercompany Investments, (c) intercompany transactions and payments between/among Non-Core Companies and Secured Loan Parties, which are in the purchaseOrdinary Course of Business consistent with the Companies’ past practices and conduct, salewhereby (x) the applicable Non-Core Compan(ies) provide research & development services, lease marketing or sales services, and similar support services to or for the benefit of Secured Loan Parties, and (y) in exchange for such services, (1) the applicable Non-Core Compan(ies) invoice one or more Secured Loan Part(ies) for the operating costs (such as salaries, wages, employee benefits, employee allowances and employee reimbursable costs and expenses, employee commissions, consultant fees of any propertyconsultants retained by such Non-Core Compan(ies), the rendering office rents, utilities, accounting and other professional services (but excluding purchase of any service Inventory or the payment purchases of any advisory, consulting and/or management feefixed assets) with any Affiliate of Holdings, such Non-Core Compan(ies) in providing such services plus a reasonable percentage (not to exceed a cost-plus percentage on terms that are and conditions less favorable to Holdings, any Borrower or any of the Restricted Subsidiaries, as the case may be, than those that terms and conditions which would reasonably be expected to be obtained at the time have been obtainable by Secured Loan Parties from a Person who is not such other than an Affiliate in a comparable arms-length transaction; provided that the foregoing restriction shall not apply to: (a) any transaction among Holdings, any Borrower and any wholly owned Restricted Subsidiary not otherwise prohibited hereby (including any Person that becomes a wholly owned Restricted Subsidiary as a result of or in connection with such transactionAffiliate); (b) reasonable and customary indemnities provided to, and reasonable (2) the invoiced Secured Loan Part(ies) make payment on such invoices, so long as all such intercompany transaction and customary fees and reimbursements paid to, members payments are reflected in the calculation of the Board net income of Directors the Companies on a Consolidated Basis for any applicable fiscal measurement period (and for the avoidance of Holdingsdoubt, Holdings’ general partner, any Borrower intercompany transactions and any Restricted Subsidiary; payments of the type described and permitted under this clause (c) reasonable shall not constitute “Investments” for any purpose under this Agreement), (d) payment by Loan Parties of Restricted Payments permitted under Section 7.7 hereof; (e) payments of guarantee fees by DNS Korea to DNI under the DNI/DNS Korea Guarantee Fee Agreement as in effect on the Closing Date in respect of any guarantees given by DNI with respect to any Permitted Korean Bank LC Indebtedness, the Permitted Korean Export-Import Bank Indebtedness, and customary employmentthe Permitted Korean Development Bank Indebtedness to the extent (but only to the extent) permitted under the DNI Subordination Agreement, compensation (f) payments and severance arrangements for officers repayments of the Permitted DNI Subordinated Loans and the Permitted DNI Reimbursement Obligations with respect to the Permitted Korean Bank LC Indebtedness (but not the Permitted DNI Reimbursement Obligations with respect to the Permitted Korean Export-Import Bank Indebtedness or the Permitted Korean Development Bank Indebtedness) to the extent (but only to the extent) permitted under the DNI Subordination Agreement, (g) Specified Equity Contributions and other employees issuance of HoldingsEquity Interests not constituting Disqualified Equity Interests by DZSI, (h) transactions under the DNI IP License, if any Borrower and any Restricted Subsidiary such DNI License shall be entered into in accordance with the ordinary course terms of business and transactions pursuant to stock option plans and employee benefit plans and arrangements; (d) equity issuances, repurchases, redemptions, retirements or other acquisitions or retirement of Equity Interests and other Restricted Payments to the extent permitted under Section 6.4 and loans and other transactions by and among Holdings, any Borrower and/or one or more Restricted Subsidiaries to the extent otherwise permitted underthis Agreement, and subject to the limitations otherwise contained in, Section 6; (e) (i) so long as transactions disclosed to Agent in writing, which are in the Ordinary Course of Business, on an arm’s-length basis on terms and conditions no Event less favorable than terms and conditions which would have been obtainable from a Person other than an Affiliate; provided, however, that neither the extension of Default has occurred and is continuingcredit to, nor the payment assumption, endorsement or guaranty of managementany Indebtedness of, monitoring, consulting, advisory and or making of any other fees any Affiliate (including transaction and termination fees), in each case, pursuant to the Management Agreement (without giving effect to any changes thereto after the Closing Date that are materially adverse to the interests of the Agents or the Lenders as reasonably determined by the Administrative Agent (it being understood and agreed that any increase in management, monitoring, consulting, advisory and other fees (including transaction and termination feesthan a Loan Party) shall be deemed to be materially adverse to a transaction in the interests Ordinary Course of the Agents or the Lenders)); provided that, Business for the avoidance purposes of doubt, upon the occurrence and during the continuance of an 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 (ii) indemnifications and reimbursement of expenses of the Sponsor and its Affiliates in connection with management, monitoring, consulting and advisory services provided by them to Holdings, any Borrower and any Restricted Subsidiary, including pursuant to the Management Agreement, if any; (f) to the extent permitted by Sections 6.4(g)(i), payments by any Borrower, Holdings, and any Restricted Subsidiary pursuant to tax sharing agreements among any such Persons on customary terms to the extent attributable to the ownership or operation of such Persons; (g) Holdings, the Borrowers and the Targets may consummate the Closing Date Acquisition in accordance with the Closing Date Acquisition Documents and pay fees and expenses related thereto; and (h) the issuance of Equity Interests (that are not Disqualified Equity Interests) to any officer, director, manager, employee or consultant of Holdings, Holdings’ general partner, LLC Subsidiary or any of the Restricted Subsidiaries or any direct or indirect parent of Holdings or LLC Subsidiarythis Section 7.10.

Transactions with Affiliates. Enter Borrower shall not, directly or indirectly, enter into or permit to exist any transaction with aggregate consideration in excess of $50,000,000 (including the purchase, sale, lease or exchange of any property, property or the rendering of any service or the payment of any advisory, consulting and/or management feeservice) with any Affiliate of Holdings, Borrower on terms that are materially less favorable in the aggregate to Holdings, any Borrower or any of the Restricted Subsidiaries, as the case may be, than those that Borrower would reasonably be expected to be obtained at the time from a Person who is not such an Affiliate obtain in a comparable arms-length transactionagreement with independent parties acting at arm’s length; provided that that, the foregoing restriction shall not apply to: to (a) any transaction among Holdings, any Borrower indemnity provided to and any wholly owned Restricted Subsidiary not otherwise prohibited hereby (including any Person that becomes a wholly owned Restricted Subsidiary as a result of or in connection with such transaction); (b) reasonable and customary indemnities provided to, and reasonable and customary fees and reimbursements paid to, to members of the Board board of Directors directors of Holdings, Holdings’ general partner, any Borrower and any Restricted Subsidiary;Borrower; (b) (ci) reasonable compensation, benefits and customary employment, compensation and severance indemnification arrangements for officers and other employees of Holdings, any Borrower and any Restricted Subsidiary entered into in the ordinary course of business business, and transactions (ii) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to to, or the funding of, employment arrangements, stock option options, stock ownership plans, including restricted stock plans, stock grants, directed share programs and other equity-based plans and employee benefit plans the granting and arrangements; stockholder rights of registration rights approved by the board of directors of Borrower; (dc) equity issuances, repurchases, redemptions, retirements or other acquisitions or retirement of Equity Interests and other Restricted Payments to the extent permitted under Section 6.4 and loans and other transactions by and among Holdings, any Borrower and/or one or more Restricted Subsidiaries to the extent otherwise permitted under, and subject to the limitations otherwise contained in, Section 6; (e) (i) so long as no Event of Default has occurred and is continuing, the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees), in each case, pursuant to the Management Agreement (without giving effect to any changes thereto after on the Closing Date that are materially adverse to permitted under the interests of the Agents or the Lenders as reasonably determined by the Administrative Agent Existing Credit Agreement, including amendments and extensions thereto entered into in accordance with this Section 6.7 (it being understood and agreed that the aggregate consideration payable in connection with any increase in management, monitoring, consulting, advisory and other fees (including transaction and termination fees) amendment or extension shall be deemed to be materially adverse to determined based on the interests remaining term of the Agents applicable transaction as amended or the Lenders)extended); provided that(d) Subordinated Indebtedness permitted by Section 6.1(m) (Indebtedness); (f) the entering into of any tax sharing agreement or similar arrangement; or (g) any transaction between Borrower and a wholly owned Subsidiary of Borrower, so long as Borrower has determined in good faith that such transaction is in its commercial interest. For purposes of this Section 6.7, for so long as (i) Borrower retains, directly or indirectly, ownership of 100% of the avoidance CQP IDRs, (ii) Borrower, directly or indirectly, holds and controls legally and beneficially on a fully diluted basis at least 80% of doubtthe economic and voting rights associated with ownership of all outstanding Equity Interests of all classes of Equity Interests of CQH, upon (iii) Borrower, directly or indirectly, owns and controls legally and beneficially on a fully diluted basis 100% of the occurrence voting rights associated with ownership of all outstanding Equity Interests of all classes of Equity Interests of CQP GP (and during CQP GP remains the continuance general partner of an 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 DefaultCQP), and (iiiv) indemnifications and reimbursement CQH does not dispose of expenses of the Sponsor and its Affiliates in connection with management, monitoring, consulting and advisory services provided by them to Holdings, any Borrower and any Restricted Subsidiary, including pursuant to the Management Agreement, if any; (f) to the extent permitted by Sections 6.4(g)(i), payments by any Borrower, Holdings, and any Restricted Subsidiary pursuant to tax sharing agreements among any such Persons on customary terms to the extent attributable to the ownership or operation of such Persons; (g) Holdings, the Borrowers and the Targets may consummate the Closing Date Acquisition in accordance with the Closing Date Acquisition Documents and pay fees and expenses related thereto; and (h) the issuance of Equity Interests (that are not Disqualified Equity Interests) to any officer, director, manager, employee or consultant of Holdings, Holdings’ general partner, LLC Subsidiary or any of the Restricted limited partnership interests of CQP held by CQH on the Closing Date, CQP and CQH shall be considered wholly owned Subsidiaries or any direct or indirect parent of Holdings or LLC SubsidiaryBorrower.

Transactions with Affiliates. Enter The Obligors will not, and will not permit any Restricted Subsidiary to, enter into or permit to exist any transaction (including the transaction, including, without limitation, any purchase, sale, lease or exchange of any property, Property or the rendering of any service or the payment of any advisoryservice, consulting and/or management fee) with any Affiliate (other than the Guarantors, the Borrower, and Wholly-Owned Subsidiaries of Holdings, on the Borrower) unless such transactions are otherwise permitted under this Agreement and are upon terms that are less substantially as favorable to Holdings, any Borrower or any of the Restricted Subsidiaries, it as the case may be, than those that it would reasonably be expected to be obtained at the time from a Person who is not such an Affiliate obtain in a comparable arms-arm’s length transactiontransaction with a Person not an Affiliate; provided that the foregoing restriction shall not apply to: (a) any transaction among Holdings, any Borrower and any wholly owned Restricted Subsidiary not otherwise prohibited hereby (including any Person that becomes a wholly owned Restricted Subsidiary as a result of or in connection with such transaction);Payment permitted by Section 9.04; CREDIT AGREEMENT (b) the payment of reasonable and customary indemnities provided to, directors’ and reasonable and customary officers’ fees and reimbursements paid to, members other benefits to Persons who are not otherwise Affiliates of the Board of Directors of Holdings, Holdings’ general partner, Borrower or any Borrower and any Restricted Subsidiary; (c) reasonable and customary employmentany employment or severance or other employee compensation, compensation and severance arrangements for officers and other employees of Holdingsarrangement or plan or any amendment thereto, any Borrower and any Restricted Subsidiary entered into by the Obligors or the Restricted Subsidiaries in the ordinary course of business or which is customary in the oil and transactions gas business, and payments, awards, grants or issuances of Equity Interests pursuant to stock option plans and employee benefit plans and arrangements;thereto; and (d) equity issuances, repurchases, redemptions, retirements or other acquisitions or retirement provision of Equity Interests officers’ and other Restricted Payments directors’ indemnification and insurance in the ordinary course of business to the extent permitted under Section 6.4 and loans and other transactions by and among Holdings, any Borrower and/or one or more Restricted Subsidiaries to the extent otherwise permitted under, and subject to the limitations otherwise contained in, Section 6law; (e) (itransactions described in Section 9.05(f) so long as no Event of Default has occurred or Section 9.11(d); provided that such transactions are on fair and is continuing, reasonable financial terms from the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees), in each case, pursuant to the Management Agreement (without giving effect to any changes thereto after the Closing Date that are materially adverse to the interests perspective of the Agents applicable Obligor or the Lenders Restricted Subsidiary, as applicable, as reasonably determined in good faith by the Administrative Agent (it being understood and agreed that any increase in management, monitoring, consulting, advisory and other fees (including transaction and termination fees) shall be deemed to be materially adverse to the interests a Financial Officer of the Agents Borrower, or if the Lenders)); provided that, for the avoidance of doubt, upon the occurrence and during the continuance of an 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 aggregate value of such Event transaction (or series of Defaultrelated transactions) exceeds or is expected to exceed $50,000,000, and the board of directors (iior equivalent body) indemnifications and reimbursement of expenses of the Sponsor and its Affiliates in connection with management, monitoring, consulting and advisory services provided by them to Holdings, any Borrower and any Restricted Subsidiary, including pursuant to the Management Agreement, if any;; and (f) administrative and management services provided by employees and management of the Obligors or the Restricted Subsidiaries to any Unrestricted Subsidiary or Permitted Joint Venture, and the use by such Unrestricted Subsidiaries or Permitted Joint Ventures of administrative supplies, office space and office equipment, in each case to the extent permitted subject to fair and reasonable reimbursement and/or cost-sharing arrangements with such Unrestricted Subsidiaries or Permitted Joint Ventures as reasonably approved in good faith by Sections 6.4(g)(i), payments by any Borrower, Holdings, and any Restricted Subsidiary pursuant to tax sharing agreements among any such Persons on customary terms to the extent attributable to the ownership or operation of such Persons; (g) Holdings, the Borrowers and the Targets may consummate the Closing Date Acquisition in accordance with the Closing Date Acquisition Documents and pay fees and expenses related thereto; and (h) the issuance of Equity Interests (that are not Disqualified Equity Interests) to any officer, director, manager, employee or consultant of Holdings, Holdings’ general partner, LLC Subsidiary or any a Financial Officer of the Restricted Subsidiaries or any direct or indirect parent of Holdings or LLC SubsidiaryBorrower.

Transactions with Affiliates. Enter into or permit Conduct, and cause each of its Restricted Subsidiaries to exist any conduct, all transactions in which the fair market value of the transaction (including the purchase, sale, lease or exchange is in excess of any property, the rendering of any service or the payment of any advisory, consulting and/or management fee) $5,000,000 that are otherwise permitted under this Agreement with any Affiliate of Holdings, their Affiliates on terms that are fair and reasonable and no less favorable to Holdings, any Borrower the Company or any of the such Restricted Subsidiaries, as the case may be, Subsidiary than those that it would reasonably be expected to be obtained at the time from a Person who is not such an Affiliate obtain in a comparable armsarm’s-length transaction; provided transaction (determined in the reasonable judgment of the Company) with a Person not an Affiliate (it being agreed that such condition may be satisfied by the foregoing restriction shall not apply to: (a) any transaction among Holdings, any Borrower and any wholly owned Company’s or such Restricted Subsidiary’s obtaining a “fairness” opinion from a nationally recognized investment bank or accounting firm or other person reasonably acceptable to the Agent but the Company or such Restricted Subsidiary is not otherwise prohibited hereby obligated to so obtain a “fairness” opinion), other than, (including i) transactions between or among the Company and its Restricted Subsidiaries and not involving any Person that becomes a wholly owned Restricted Subsidiary as a result of other Affiliate, (ii) transactions, arrangements, fee reimbursements and indemnities specifically and expressly permitted or in connection with such transaction); required under this Agreement, (biii) reasonable and customary indemnities provided to, and reasonable and customary fees and reimbursements paid to, members the consummation of the Board of Directors of HoldingsInitial Closing Date Transactions and the Closing Date Transactions, Holdings’ general partner(iv) Restricted Payments and payments permitted under Section 5.02(h), any Borrower and any Restricted Subsidiary; (cv) reasonable and customary employment, compensation employment and severance arrangements for between the Company and its Restricted Subsidiaries and their respective officers and other employees of Holdings, any Borrower and any Restricted Subsidiary entered into in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements; arrangements in the ordinary course of business, (dvi) equity issuances, repurchases, redemptions, retirements or other acquisitions or retirement of Equity Interests and other Restricted Payments to the extent permitted under Section 6.4 and loans and other transactions by and among Holdings, any Borrower and/or one or more Restricted Subsidiaries to the extent otherwise permitted under, and subject to the limitations otherwise contained in, Section 6; (e) (i) so long as no Event of Default has occurred and is continuing, the payment of managementcustomary fees and reasonable out of pocket costs to, monitoringand indemnities provided on behalf of, consultingdirectors, advisory managers, officers, employees and other fees (including transaction and termination fees), in each case, pursuant to the Management Agreement (without giving effect to any changes thereto after the Closing Date that are materially adverse to the interests consultants of the Agents Company and its Restricted Subsidiaries (or the Lenders as reasonably determined by the Administrative Agent (it being understood and agreed that any increase in management, monitoring, consulting, advisory and other fees (including transaction and termination fees) shall be deemed to be materially adverse to the interests direct or indirect parent of the Agents or Company) in the Lenders)); provided that, for the avoidance ordinary course of doubt, upon the occurrence and during the continuance of an 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 (ii) indemnifications and reimbursement of expenses of the Sponsor and its Affiliates in connection with management, monitoring, consulting and advisory services provided by them to Holdings, any Borrower and any Restricted Subsidiary, including pursuant to the Management Agreement, if any; (f) to the extent permitted by Sections 6.4(g)(i), payments by any Borrower, Holdings, and any Restricted Subsidiary pursuant to tax sharing agreements among any such Persons on customary terms business to the extent attributable to the ownership or operation of such Persons; the Borrower and its Restricted Subsidiaries, (gvii) Holdings, the Borrowers and the Targets may consummate transactions pursuant to agreements in existence on the Closing Date Acquisition in accordance with the Closing Date Acquisition Documents and pay fees and expenses related thereto; and (hset forth on Schedule 5.01(k) the issuance of Equity Interests (that are not Disqualified Equity Interests) to any officer, director, manager, employee or consultant of Holdings, Holdings’ general partner, LLC Subsidiary or any amendment thereto to the extent such an amendment is not materially adverse to the Lenders, (viii) transactions with a Person who was not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction and (ix) transactions entered into in the Restricted Subsidiaries ordinary course of business, including, but not limited to, transactions with licensors, suppliers or other purchasers or sales of goods or services (including any direct or indirect parent of Holdings or LLC Subsidiaryintellectual property).

Transactions with Affiliates. Enter The Borrower will not, nor will it permit any Restricted Subsidiary to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, the rendering of any service or the payment of any advisory, consulting and/or management fee) kind with any Affiliate of Holdings, on terms that are less favorable to Holdings, any the Borrower or any Restricted Subsidiary, whether or not in the ordinary course of business, involving aggregate payments or consideration in excess of $10,000,000, other than (a) transactions among the Public Company Parent, the Borrower and the Restricted Subsidiaries, (b) transactions on terms substantially as favorable to the case may be, than those that Borrower or such Restricted Subsidiary as would reasonably be expected to be obtained obtainable by the Borrower or such Restricted Subsidiary at the time from a Person who is not such an Affiliate in a comparable armsarm’s-length transaction; provided that the foregoing restriction shall not apply to: (a) any transaction among Holdingswith a Person other than an Affiliate, any Borrower and any wholly owned Restricted Subsidiary not otherwise prohibited hereby (including any Person that becomes a wholly owned Restricted Subsidiary as a result of or in connection with such transaction); (b) reasonable and customary indemnities provided to, and reasonable and customary fees and reimbursements paid to, members of the Board of Directors of Holdings, Holdings’ general partner, any Borrower and any Restricted Subsidiary; (c) reasonable the Transactions, (d) compensation and other customary employmentarrangements relating to the operation of the business of the Borrower and its Restricted Subsidiaries, compensation (e) Restricted Payments permitted under Section 6.05 and Investments permitted under Section 6.04, (f) employment and severance arrangements for officers and other employees of Holdings, any Borrower and any Restricted Subsidiary entered into in the ordinary course of business and transactions pursuant to stock option equity-based plans and employee benefit plans and arrangements; arrangements in the ordinary course of business, (dg) equity issuances, repurchases, redemptions, retirements or other acquisitions or retirement of Equity Interests and other Restricted Payments to the extent permitted under Section 6.4 and loans and other transactions by and among Holdings, any Borrower and/or one or more Restricted Subsidiaries to the extent otherwise permitted under, and subject to the limitations otherwise contained in, Section 6; (e) (i) so long as no Event of Default has occurred and is continuing, the payment of managementcustomary fees and reasonable out-of-pocket costs to, monitoringand indemnities provided on behalf of, consultingdirectors, advisory managers, officers, employees and other fees consultants of the Borrower and the Restricted Subsidiaries (or any direct or indirect parent (including transaction and termination fees), in each case, pursuant to the Management Agreement (without giving effect to any changes thereto after the Closing Date that are materially adverse to the interests Public Company Parent) of the Agents or Borrower) in the Lenders as reasonably determined by the Administrative Agent (it being understood and agreed that any increase in management, monitoring, consulting, advisory and other fees (including transaction and termination fees) shall be deemed to be materially adverse to the interests ordinary course of the Agents or the Lenders)); provided that, for the avoidance of doubt, upon the occurrence and during the continuance of an 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 (ii) indemnifications and reimbursement of expenses of the Sponsor and its Affiliates in connection with management, monitoring, consulting and advisory services provided by them to Holdings, any Borrower and any Restricted Subsidiary, including pursuant to the Management Agreement, if any; (f) to the extent permitted by Sections 6.4(g)(i), payments by any Borrower, Holdings, and any Restricted Subsidiary pursuant to tax sharing agreements among any such Persons on customary terms business to the extent attributable to the ownership or operation of such Persons; (g) Holdings, the Borrowers Borrower and the Targets may consummate Restricted Subsidiaries, (h)(x) the payment of indemnification and other similar amounts to the Investors and reimbursement of expenses of the Investors and (y) customary payments by the Borrower and any of its Restricted Subsidiaries to the Investors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, which payments are approved by a majority of the members of the board of directors or managers or a majority of the disinterested members of the board of directors or managers of the Borrower in good faith and (i) a joint venture which would constitute a transaction with an Affiliate solely as a result of the Borrower or any Restricted Subsidiary owning an equity interest or otherwise controlling such joint venture or similar entity, (j) transactions pursuant to agreements in existence on the Closing Date Acquisition as described in accordance the sections “Reorganization Transactions,” “Certain Relationships and Related Party Transactions” of the final prospectus, dated April 4, 2019, filed by the Public Company Parent with the Closing Date Acquisition Documents SEC on April 6, 2019, or any amendment, modification, supplement or waiver thereto to the extent such amendment, modification, supplement or waiver is not materially adverse to the Lenders in any material respect, (k) payments by the Borrower or any of its Subsidiaries pursuant to any tax sharing agreements with any direct or indirect parent of the Borrower to the extent attributable to the ownership or operation of the Borrower and pay fees and expenses related thereto; and its Subsidiaries, but only to the extent permitted by Section 6.05(c), (hl) the issuance or transfer of Equity Interests (that are not other than Disqualified Equity Interests) of the Borrower or any parent company to any officerPermitted Holder or to any former, present or future director, manager, officer, employee or consultant (or any Affiliate or any Immediate Family Member of Holdings, Holdings’ general partner, LLC Subsidiary or any of the Restricted foregoing) of the Borrower, any of its Subsidiaries or any direct or indirect parent of Holdings or LLC Subsidiarythereof, and (m) Permitted Intercompany Activities.

Transactions with Affiliates. Enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, the rendering of any service or the payment of any advisory, consulting and/or management fee) kind with any Affiliate of Holdingsthe Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms that are less substantially as favorable to Holdings, any the Borrower or any of such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiaries, as the case may be, than those that would reasonably be expected to be obtained Subsidiary at the time from a Person who is not such an Affiliate in a comparable arms-arm’s length transactiontransaction with a Person other than an Affiliate; provided that the foregoing restriction shall not apply to: to (ai) transactions between or among the Loan Parties and transactions among wholly-owned Restricted Subsidiaries that are not Loan Parties, (ii) transactions pursuant to the Material Contracts as in effect on the date of this Agreement or, if applicable, to the extent modified as permitted under this Agreement, (iii) Investments permitted under Section 7.03, (iv) any transaction among HoldingsRestricted Payments permitted under Section 7.06, any Borrower (v) the provision of administrative and any wholly owned Restricted Subsidiary not otherwise prohibited hereby management services (including accounting and treasury services) to or for Alliant Arizona by any Person that becomes a wholly owned Restricted Subsidiary as a result Loan Party, (vi) the payment of fees, expenses, indemnities or other payments to the GP in connection with reimbursable general corporate and overhead expenses of the Borrower and its Restricted Subsidiaries and the operation, management and other services rendered to Borrower and its Restricted Subsidiaries, in each case pursuant to the Partnership Agreement, (vii) any issuance, grant or award of stock, options, other equity related interests or other equity securities to any such transaction); employees, officers, directors or consultants, in each case in the ordinary course of business, (bviii) the payment of reasonable directors’ fees, expenses and customary indemnities provided toto directors of the Borrower, any Restricted Subsidiary in the ordinary course of business, (ix) the execution, delivery and reasonable and customary fees and reimbursements paid toperformance (as applicable) of the Transactions, members (x) engaging in any transaction with an Affiliate if such transaction has been approved by the Conflicts Committee of the Board of Directors of Holdings, Holdings’ general partner, any Borrower and any Restricted Subsidiary; (c) reasonable and customary employment, compensation and severance arrangements for officers and other employees of Holdings, any Borrower and any Restricted Subsidiary entered into in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements; (d) equity issuances, repurchases, redemptions, retirements or other acquisitions or retirement of Equity Interests and other Restricted Payments to the extent permitted under Section 6.4 and loans and other transactions by and among Holdings, any Borrower and/or one or more Restricted Subsidiaries to the extent otherwise permitted under, and subject to the limitations otherwise contained in, Section 6; (e) (i) so long as no Event of Default has occurred and is continuing, the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees), in each case, pursuant to the Management Agreement (without giving effect to any changes thereto after the Closing Date that are materially adverse to the interests of the Agents or the Lenders as reasonably determined by the Administrative Agent (it being understood and agreed that any increase in management, monitoring, consulting, advisory and other fees (including transaction and termination fees) shall be deemed to be materially adverse to the interests of the Agents or the Lenders)); provided that, for the avoidance of doubt, upon the occurrence and during the continuance of an 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, GP and (iixi) indemnifications and reimbursement of expenses of the Sponsor and its Affiliates in connection with management, monitoring, consulting and advisory services provided by them to Holdings, any Borrower and any Restricted Subsidiary, including pursuant to the Management Agreement, if any; (f) to the extent permitted by Sections 6.4(g)(i), payments by any Borrower, Holdings, and any Restricted Subsidiary pursuant to tax sharing agreements among any such Persons transactions listed on customary terms to the extent attributable to the ownership or operation of such Persons; (g) Holdings, the Borrowers and the Targets may consummate the Closing Date Acquisition in accordance with the Closing Date Acquisition Documents and pay fees and expenses related thereto; and (h) the issuance of Equity Interests (that are not Disqualified Equity Interests) to any officer, director, manager, employee or consultant of Holdings, Holdings’ general partner, LLC Subsidiary or any of the Restricted Subsidiaries or any direct or indirect parent of Holdings or LLC SubsidiarySchedule 7.08.

Transactions with Affiliates. Enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, the rendering of any service or the payment of any advisory, consulting and/or management fee) kind with any Affiliate of Holdingsthe Borrower, on terms that are less favorable to Holdings, any Borrower whether or any of the Restricted Subsidiaries, as the case may be, than those that would reasonably be expected to be obtained at the time from a Person who is not such an Affiliate in a comparable arms-length transaction; provided that the foregoing restriction shall not apply to: (a) any transaction among Holdings, any Borrower and any wholly owned Restricted Subsidiary not otherwise prohibited hereby (including any Person that becomes a wholly owned Restricted Subsidiary as a result of or in connection with such transaction); (b) reasonable and customary indemnities provided to, and reasonable and customary fees and reimbursements paid to, members of the Board of Directors of Holdings, Holdings’ general partner, any Borrower and any Restricted Subsidiary; (c) reasonable and customary employment, compensation and severance arrangements for officers and other employees of Holdings, any Borrower and any Restricted Subsidiary entered into in the ordinary course of business and business, other than (i) transactions pursuant between or among the Loan Parties or any entity that becomes a Loan Party as a result of such transaction, (ii) except with respect to stock option plans and employee benefit plans and arrangements; transactions covered by clause (div) equity issuancesof this Section 7.08, repurchases, redemptions, retirements or other acquisitions or retirement of Equity Interests and other Restricted Payments transactions on terms not materially less favorable to the extent permitted under Section 6.4 Borrower or such Subsidiary as would be obtainable by the Borrower or such Subsidiary at the time in a comparable arm’s-length transaction with a Person other than an Affiliate provided that, after the occurrence and loans during the continuance of a Default or Event of Default, transactions involving payments in excess of $500,000 a year entered into during the continuation of such Default or Event of Default with Affiliates that have a direct or indirect ownership interest in the Borrower or its Subsidiaries shall be reviewed and approved by the Administrative Agent, with such approval not to be unreasonably withheld; provided that no approval shall be required (A) for any financing from or amounts paid to GSO Capital and any other transactions by and among Holdings, any Borrower and/or one equity or more Restricted Subsidiaries credit investing affiliates of Blackstone to the extent otherwise permitted underunder this Agreement and (B) for the Borrower to retain Blackstone Advisory Partners for advisory services, (iii) the Transactions and subject the payment of fees and expenses related to the limitations otherwise contained inTransactions, Section 6; (eiv) payment of management, consulting, monitoring and advisory fees and customary transaction fees by the Borrower to the Sponsor and related indemnities and reasonable expenses, not to exceed 2% of the Borrower’s Consolidated EBITDA during any calendar year, provided that (ix) so long as no Default or Event of Default has occurred and is continuing, (y) the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees), in each case, pursuant to Borrower is compliant with the Management Agreement (without Asset Coverage Ratio after giving effect to any changes thereto after such payment and (z) such transaction does not occur during an Interim Borrowing Base Redetermination Restriction Period (as defined in the First Lien Credit Agreement), (v) Restricted Payments expressly permitted under Section 7.06 and (vi) transactions pursuant to permitted agreements in existence on the Closing Date that are materially and set forth on Schedule 7.08 to the extent such an agreement is not adverse to the interests of the Agents or the Lenders as reasonably determined by the Administrative Agent (it being understood and agreed that in any increase in management, monitoring, consulting, advisory and other fees (including transaction and termination fees) shall be deemed to be materially adverse to the interests of the Agents or the Lenders)); provided that, for the avoidance of doubt, upon the occurrence and during the continuance of an 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 (ii) indemnifications and reimbursement of expenses of the Sponsor and its Affiliates in connection with management, monitoring, consulting and advisory services provided by them to Holdings, any Borrower and any Restricted Subsidiary, including pursuant to the Management Agreement, if any; (f) to the extent permitted by Sections 6.4(g)(i), payments by any Borrower, Holdings, and any Restricted Subsidiary pursuant to tax sharing agreements among any such Persons on customary terms to the extent attributable to the ownership or operation of such Persons; (g) Holdings, the Borrowers and the Targets may consummate the Closing Date Acquisition in accordance with the Closing Date Acquisition Documents and pay fees and expenses related thereto; and (h) the issuance of Equity Interests (that are not Disqualified Equity Interests) to any officer, director, manager, employee or consultant of Holdings, Holdings’ general partner, LLC Subsidiary or any of the Restricted Subsidiaries or any direct or indirect parent of Holdings or LLC Subsidiarymaterial respect.

Transactions with Affiliates. Enter into Such Credit Party shall not, and shall not suffer or permit to exist any of its Subsidiaries to, enter into any transaction (including the purchase, sale, lease or exchange of any property, the rendering of any service or the payment of any advisory, consulting and/or management fee) with any Affiliate of Holdingsthe Borrower, on terms that are other than (a) transactions no less favorable to Holdingssuch Credit Party or Subsidiary than would be obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate of the Borrower, (b) insurance transactions, intercompany pooling and other reinsurance transactions entered into in the ordinary course of business, (c) transactions between or among the Borrower and its Subsidiaries and between or among Subsidiaries, (d) any Restricted Payment permitted by Section 7.08, (e) arrangements for indemnification payments for directors and officers of the Borrower and its Subsidiaries, (f) intercompany transactions between or among the Borrower and its Subsidiaries and between or among Subsidiaries, relating to any or all of the (i) provision of management services and other corporate overhead services, (ii) provision of personnel to other locations within the Borrower’s consolidated group on a temporary basis, and (iii) provision, purchase or lease of services, operational support, assets, equipment, data, information and technology, that, in the case of any such intercompany transaction referred to in this clause (f), 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 (i) any employment or consulting agreements entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business, (ii) any subscription agreement or similar agreement pertaining to the repurchase of Capital Stock pursuant to put/call rights or similar rights with employees, consultants, officers or directors, and (iii) any employee or consultant compensation, indemnification arrangement, benefit plan or arrangement, any health, disability or similar insurance plan which covers employees or consultants, and any reasonable employment or consulting contract and transactions pursuant thereto, (i) the payment of customary fees, benefits and reasonable out-of-pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers and employees of the Borrower and the Subsidiaries, (j) any issuance of Capital Stock, or other payments, awards or grants in cash, securities, Capital Stock or otherwise pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans approved by the Board of Directors of the Borrower, as the case may be, than those that would reasonably be expected to be obtained at and (k) loans, Investments and guarantees among the time from a Person who is not such an Affiliate in a comparable arms-length transaction; provided that the foregoing restriction shall not apply to: (a) any transaction among Holdings, any Borrower and any wholly owned Restricted Subsidiary not otherwise prohibited hereby (including any Person that becomes a wholly owned Restricted Subsidiary as a result of or in connection with such transaction); (b) reasonable and customary indemnities provided to, and reasonable and customary fees and reimbursements paid to, members of the Board of Directors of Holdings, Holdings’ general partner, any Borrower and any Restricted Subsidiary; (c) reasonable and customary employment, compensation and severance arrangements for officers and other employees of Holdings, any Borrower and any Restricted Subsidiary entered into in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements; (d) equity issuances, repurchases, redemptions, retirements or other acquisitions or retirement of Equity Interests and other Restricted Payments to the extent permitted under Section 6.4 and loans and other transactions by and among Holdings, any Borrower and/or one or more Restricted Subsidiaries to the extent otherwise permitted under, and subject to the limitations otherwise contained in, Section 6; (e) (i) so long as no Event of Default has occurred and is continuing, the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees), in each case, pursuant to the Management Agreement (without giving effect to any changes thereto after the Closing Date that are materially adverse to the interests of the Agents or the Lenders as reasonably determined by the Administrative Agent (it being understood and agreed that any increase in management, monitoring, consulting, advisory and other fees (including transaction and termination fees) shall be deemed to be materially adverse to the interests of the Agents or the Lenders)); provided that, for the avoidance of doubt, upon the occurrence and during the continuance of an 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 (ii) indemnifications and reimbursement of expenses of the Sponsor and its Affiliates in connection with management, monitoring, consulting and advisory services provided by them to Holdings, any Borrower and any Restricted Subsidiary, including pursuant to the Management Agreement, if any; (f) to the extent permitted by Sections 6.4(g)(i), payments by any Borrower, Holdings, and any Restricted Subsidiary pursuant to tax sharing agreements among any such Persons on customary terms to the extent attributable to the ownership or operation of such Persons; (g) Holdings, the Borrowers and the Targets may consummate the Closing Date Acquisition in accordance with the Closing Date Acquisition Documents and pay fees and expenses related thereto; and (h) the issuance of Equity Interests (that are not Disqualified Equity Interests) to any officer, director, manager, employee or consultant of Holdings, Holdings’ general partner, LLC Subsidiary or any of the Restricted Subsidiaries or any direct or indirect parent of Holdings or LLC Subsidiaryprohibited under this Article 7.

Transactions with Affiliates. Enter The Borrower will not, and will not permit any Subsidiary to, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, the rendering of any service or the payment of any advisory, consulting and/or management fee) kind with any Affiliate of Holdingsthe Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms that are less substantially as favorable to Holdings, any the Borrower or any of such Subsidiary as would be obtainable by the Restricted Subsidiaries, as the case may be, than those that would reasonably be expected to be obtained Borrower or such Subsidiary at the time from a Person who is not such an Affiliate in a comparable armsarm’s-length transactiontransaction with a Person other than an Affiliate; provided that the foregoing restriction shall not apply to: to (a) any transaction transactions between or among Holdings, any the Borrower and any wholly owned Restricted Subsidiary not otherwise prohibited hereby (including of its Wholly-Owned Subsidiaries or between and among any Person that becomes a wholly owned Restricted Subsidiary as a result of or in connection with such transaction); Wholly-Owned Subsidiaries, (b) reasonable Restricted Payments permitted by Section 6.05, (c) director, officer and customary indemnities provided toemployee compensation (including bonuses) and other benefits (including retirement, health, stock option and reasonable other benefit plans) and customary fees indemnification arrangements and reimbursements paid toseverance agreements, members of in each case approved by the Board of Directors of Holdingsthe Borrower or direct or indirect parent entity of the Borrower or the applicable Subsidiary, Holdings’ general partner, any Borrower and any Restricted Subsidiary; (c) reasonable and customary employment, compensation and severance arrangements for officers and other employees of Holdings, any Borrower and any Restricted Subsidiary entered into in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements; (d) equity issuancestransactions in respect of agreements and arrangements in effect on the Closing Date and set forth on Schedule 6.07 and any amendment or modification with respect to such agreement, repurchases, redemptions, retirements arrangement or other acquisitions or retirement of Equity Interests and other Restricted Payments to the extent permitted under Section 6.4 and loans and other transactions by and among Holdings, any Borrower and/or one or more Restricted Subsidiaries to the extent otherwise permitted undertransaction, and subject to the limitations otherwise contained inperformance of obligations thereunder, Section 6; (e) (i) so long as no Event of Default has occurred and such amendment or modification is continuing, the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees), in each case, pursuant to the Management Agreement (without giving effect to any changes thereto after the Closing Date that are not materially adverse to the interests of the Agents or the Lenders as reasonably determined by the Administrative Agent Lenders, (it being understood e) any agreement between any Person and agreed that any increase in management, monitoring, consulting, advisory and other fees (including transaction and termination fees) shall be deemed to be materially adverse to the interests of the Agents or the Lenders)); provided that, for the avoidance of doubt, upon the occurrence and during the continuance of an 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 Affiliate of such Event of Default, and (ii) indemnifications and reimbursement of expenses of Person existing at the Sponsor and time such Person is acquired by or merged into the Borrower or its Affiliates in connection with management, monitoring, consulting and advisory services provided by them to Holdings, any Borrower and any Restricted Subsidiary, including pursuant to the Management Agreement, if any; (f) to the extent permitted by Sections 6.4(g)(i), payments by any Borrower, Holdings, and any Restricted Subsidiary pursuant to tax sharing agreements among any such Persons on customary terms to the extent attributable to the ownership or operation of such Persons; (g) Holdings, the Borrowers and the Targets may consummate the Closing Date Acquisition Subsidiaries in accordance with the Closing Date Acquisition Documents terms of this Agreement; provided that such agreement was not entered into in contemplation of such acquisition, merger or amalgamation, 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 Borrower when taken as a whole as compared to such agreement as in effect on the date of such acquisition or merger), (f) that certain management services agreement dated March 1, 2020 by and pay fees among IHC Management LLC, Ilera Healthcare LLC and expenses related thereto; and TerrAscend NJ LLC, and (hg) the issuance of Equity Interests (that are not Disqualified Equity Interests) to any officer, director, manager, employee or consultant of Holdings, Holdings’ general partner, LLC Subsidiary or any of transactions and all related actions constituting the Restricted Subsidiaries or any direct or indirect parent of Holdings or LLC SubsidiaryLodi and Maplewood Transaction.

Transactions with Affiliates. Enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any propertykind involving, pursuant to any such transaction, payments in excess of the rendering greater of (i) $35,000,000 and (ii) 3.50% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries in any service or Fiscal Year based on the payment of any advisory, consulting and/or management fee) Most Recent Financial Statements with any Affiliate of Holdingsthe Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms that are not materially less favorable to Holdings, any the Borrower or any of such Restricted Subsidiary than would be obtainable by the Borrower or such Restricted Subsidiaries, as the case may be, than those that would reasonably be expected to be obtained Subsidiary at the time from a Person who is not such an Affiliate in a comparable arms-arm’s length transaction; transaction with a Person other than an Affiliate, provided that the foregoing restriction shall not apply to: (a) any transaction transactions between or among Holdings, any Borrower Loan Parties or between and any wholly owned among Restricted Subsidiary Subsidiaries that are not otherwise prohibited hereby (including any Person that becomes a wholly owned Restricted Subsidiary as a result of or in connection with such transaction)Loan Parties; (b) reasonable and customary indemnities provided to, and reasonable and customary fees and reimbursements paid to, members of the Board of Directors of Holdings, Holdings’ general partner, any Borrower and any Restricted SubsidiaryQualified Receivables Transactions otherwise permitted hereunder; (c) the payment of reasonable fees, expenses, indemnities, and customary employmentcompensation (including equity compensation) to and insurance provided on behalf of current, compensation former and future officers, employees, managers, and directors of the Borrower or any of its Restricted Subsidiaries and indemnification agreements entered into by the Borrower or any of its Restricted Subsidiaries; (d) employment and severance arrangements for with current, former and future officers and other employees of Holdings, any Borrower and any Restricted Subsidiary entered into in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements; (d) equity issuances, repurchases, redemptions, retirements or other acquisitions or retirement arrangements in the ordinary course of Equity Interests and other Restricted Payments to the extent permitted under Section 6.4 and loans and other transactions by and among Holdings, any Borrower and/or one or more Restricted Subsidiaries to the extent otherwise permitted under, and subject to the limitations otherwise contained in, Section 6business; (e) (i) so long as no Event of Default has occurred and is continuing, the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees), in each case, transactions pursuant to the Management Agreement (without giving effect to any changes thereto after agreements in existence on the Closing Date that are materially and set forth on Schedule 7.08 or any amendment thereto to the extent such an amendment is not adverse to the interests Lenders in any material respect; (f) Restricted Payments made pursuant to Section 7.06; (g) transactions between or among Loan Parties and Restricted Subsidiaries who are not Loan Parties provided any such transaction does not adversely impact the Collateral securing the Obligations or the guarantees of the Agents Obligations, impair the rights of or the Lenders as reasonably determined by the Administrative Agent (it being understood and agreed that any increase in management, monitoring, consulting, advisory and other fees (including transaction and termination fees) shall be deemed to be materially adverse benefits or remedies available to the interests of the Agents Secured Parties under any Loan Document or the Lenders))result in (and are not reasonably expected to result in) a Material Adverse Effect; provided that, for the avoidance of doubt, upon the occurrence and during the continuance of an Event of Default, such any amounts may accrue, but payable by a Loan Party to a Restricted Subsidiary that is 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 (ii) indemnifications and reimbursement of expenses of the Sponsor and its Affiliates a Loan Party in connection with management, monitoring, consulting and advisory services provided by them to Holdings, any Borrower and any Restricted Subsidiary, including pursuant such transactions shall be subordinated to the Management Agreement, if anypayment of the Obligations; (f) to the extent permitted by Sections 6.4(g)(i), payments by any Borrower, Holdings, and any Restricted Subsidiary pursuant to tax sharing agreements among any such Persons on customary terms to the extent attributable to the ownership or operation of such Persons; (g) Holdings, the Borrowers and the Targets may consummate the Closing Date Acquisition in accordance with the Closing Date Acquisition Documents and pay fees and expenses related thereto; and (h) the issuance pledge of Equity Interests of Unrestricted Subsidiaries; (that are not Disqualified Equity Interestsi) to any officerissuance, directorsale or grant of securities or other payments, managerawards or grants in cash, employee securities or consultant otherwise pursuant to, or the funding of Holdingsemployment arrangements, Holdings’ general partnerstock options and stock ownership plans approved by the board of directors (or equivalent governing body) of the Borrower or any Restricted Subsidiary; (i) any collective bargaining agreements, LLC Subsidiary employment agreements or arrangements, severance agreements or compensatory (including profit sharing) arrangements entered into by the Borrower or any of the its Restricted Subsidiaries with their respective current or former officers, directors, members of management, managers, employees, consultants or independent contractors or those of any direct Parent Company, (ii) any subscription agreement or indirect parent similar agreement pertaining to the repurchase of Holdings Equity Interests pursuant to put/call rights or LLC Subsidiarysimilar rights with current or former officers, directors, members of management, managers, employees, consultants or independent contractors and (iii) transactions pursuant to any employee compensation arrangement, benefit plan, stock option plan or arrangement, any health, disability or similar insurance plan which covers current or former officers, directors, members of management, employees, consultants or independent contractors; (k) Guarantees permitted by this Agreement; and (l) non-exclusive Licenses or sublicenses of IP Rights in the ordinary course of business with any of its Subsidiaries.

Transactions with Affiliates. Enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, the rendering of any service or the payment of any advisory, consulting and/or management fee) kind with any Affiliate of Holdingsthe Borrower, on terms that are less favorable to Holdingswhether or not in the ordinary course of business, any Borrower or any of the Restricted Subsidiaries, as the case may be, than those that would reasonably be expected to be obtained at the time from a Person who is not such an Affiliate in a comparable arms-length transaction; provided that the foregoing restriction shall not apply toother than: (a) transactions between or among the Borrower or any transaction among Holdings, any Borrower and any wholly owned Restricted Subsidiary not otherwise prohibited hereby (including or any Person entity that becomes a wholly owned Restricted Subsidiary as a result of or in connection with such transaction); (b) reasonable and customary indemnities provided to, and reasonable and customary fees and reimbursements paid to, members of transactions on terms not less favorable to the Board of Directors of Holdings, Holdings’ general partner, any Borrower and any or such Restricted SubsidiarySubsidiary 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 an Affiliate; (c) reasonable the Transaction and customary employment, compensation the payment of fees and severance arrangements for officers and other employees of Holdings, any Borrower and any Restricted Subsidiary entered into in expenses related to the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangementsTransaction; (d) equity issuances, repurchases, redemptions, retirements or other acquisitions or retirement the issuance of Equity Interests and other Restricted Payments to any officer, director, employee or consultant of the extent permitted under Section 6.4 and loans and other transactions by and among Holdings, Borrower or any of its Subsidiaries or any direct or indirect parent of the Borrower and/or one or more Restricted Subsidiaries to in connection with the extent otherwise permitted under, and subject to the limitations otherwise contained in, Section 6Transaction; (e) (i) so long as no Event of Default has occurred and is continuing, the payment of management, monitoring, consulting, advisory management and other monitoring fees (including transaction and termination fees), to the Sponsor in each case, an aggregate amount in any fiscal year not to exceed the amount permitted to be paid pursuant to the Sponsor Management Agreement (without giving as in effect on the date hereof and any Sponsor Termination Fees not to any changes thereto after exceed the Closing Date that are materially adverse to amount set forth in the interests of Sponsor Management Agreement as in effect on the Agents or the Lenders as reasonably determined by the Administrative Agent (it being understood date hereof and agreed that any increase in management, monitoring, consulting, advisory related indemnities and other fees (including transaction and termination fees) shall be deemed to be materially adverse to the interests of the Agents or the Lenders))reasonable expenses; provided that, for the avoidance of doubt, upon the occurrence and during the continuance of an Event of Default, 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 (ii) indemnifications and reimbursement of expenses of the Sponsor and its Affiliates in connection with management, monitoring, consulting and advisory services provided by them to Holdings, any Borrower and any Restricted Subsidiary, including pursuant to the Management Agreement, if any; (f) equity issuances, repurchases, redemptions, retirements or other acquisitions or retirements of Equity Interests by the Borrower or any Restricted Subsidiary permitted under Section 7.06; (g) loans and other transactions by and among the Borrower and/or one or more Subsidiaries to the extent permitted under this Article VII; (h) employment and severance arrangements between the Borrower or any of 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; (i) to the extent permitted by Sections 6.4(g)(i7.06(g)(i) and (iii), payments by any Borrower, Holdings, the Borrower (and any direct or indirect parent thereof) and its Restricted Subsidiary Subsidiaries pursuant to the tax sharing agreements among the Borrower (and any such Persons direct or indirect parent thereof) and its Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of such Personsthe Borrower and its Restricted Subsidiaries; (gj) Holdings, the Borrowers and the Targets may consummate the Closing Date Acquisition in accordance with the Closing Date Acquisition Documents and pay payment of customary fees and expenses related thereto; and (h) the issuance reasonable out of Equity Interests (that are not Disqualified Equity Interests) to any officerpocket costs to, directorand indemnities provided on behalf of, managerdirectors, employee or consultant of Holdingsofficers, Holdings’ general partner, LLC Subsidiary or any employees and consultants of the Borrower and its Restricted Subsidiaries or any direct or indirect parent of Holdings the Borrower in the ordinary course of business to the extent attributable to the ownership or LLC operation of the Borrower and its Restricted Subsidiaries; (k) transactions pursuant to permitted agreements in existence on the Closing Date and set forth on Schedule 7.08 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect; (l) dividends permitted under Section 7.06; (m) [Reserved]; (n) customary payments by the Borrower and any Restricted Subsidiaries 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, as applicable pursuant to requirements of law or the relevant constituent documents of the Borrower or such Restricted Subsidiary, 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 and such payments shall not exceed 1% of the transaction value for each such transaction; and (o) transactions entered into by an Unrestricted Subsidiary with an Affiliate prior to the redesignation of any such Unrestricted Subsidiary as a Restricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary.”

Transactions with Affiliates. Enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, the rendering of any service or the payment of any advisory, consulting and/or management fee) kind with any Affiliate of Holdingsthe Company, on terms that are less favorable to Holdings, any Borrower whether or any of the Restricted Subsidiaries, as the case may be, than those that would reasonably be expected to be obtained at the time from a Person who is not such an Affiliate in a comparable arms-length transaction; provided that the foregoing restriction shall not apply to: (a) any transaction among Holdings, any Borrower and any wholly owned Restricted Subsidiary not otherwise prohibited hereby (including any Person that becomes a wholly owned Restricted Subsidiary as a result of or in connection with such transaction); (b) reasonable and customary indemnities provided to, and reasonable and customary fees and reimbursements paid to, members of the Board of Directors of Holdings, Holdings’ general partner, any Borrower and any Restricted Subsidiary; (c) reasonable and customary employment, compensation and severance arrangements for officers and other employees of Holdings, any Borrower and any Restricted Subsidiary entered into in the ordinary course of business business, other than (a) transactions among the Restricted Companies, (b) on fair and transactions pursuant reasonable terms substantially as favorable to stock option plans a Restricted Company as would be obtainable by such Restricted Company at the time in a comparable arm's-length transaction with a Person other than an Affiliate, (c) the payment of fees and employee benefit plans and arrangements; expenses in connection with the consummation of the Transaction, (d) equity issuances, repurchases, redemptions, retirements or other acquisitions or retirement of Equity Interests and other Restricted Payments to the extent permitted under Section 6.4 and loans and other transactions by and among Holdings, any Borrower and/or one or more Restricted Subsidiaries to the extent otherwise permitted under, and subject to the limitations otherwise contained in, Section 6; (e) (i) so long as no Event of Default has shall have occurred and is continuingbe continuing under Section 8.01(f), the payment of managementfees under the Management Agreements as such fee provisions are set forth in the Management Agreements as in effect on the Closing Date, monitoring, consulting, advisory (e) loans and other transactions by the Company and its Restricted Subsidiaries to the extent permitted under this Article 7, (f) customary fees payable to any directors of the Company and reimbursement of reasonable out of pocket costs of the directors of the Company, (including transaction g) employment and termination fees)severance arrangements between any Restricted Company and their officers and employees in the ordinary course of business, in each case, (h) payments by any Restricted Company pursuant to the Management Agreement tax sharing agreements among the Company and its Subsidiaries on customary terms, (without giving effect i) the payment of customary fees and indemnities to any changes thereto after directors, officers and employees of the Company and its Subsidiaries in the ordinary course of business, (j) transactions pursuant to agreements in existence on the Closing Date that are materially and set forth on Schedule 7.08 or any amendment thereto to the extent such an amendment is not adverse to the interests Lenders in any material respect, (k) Restricted Payments permitted under Section 7.06, (l) any transaction with a Securitization Vehicle as part of a Securitization Financing permitted under Section 7.03(v), and (m) transactions engaged in by Restricted Companies with Unrestricted Subsidiaries in good faith to effect (i) the Cash Management Practices and Vault Cash Operations, (ii) the operations, governance, administration and corporate overhead of the Agents or Consolidated Companies and (iii) the Lenders as reasonably determined by tax management of the Administrative Agent Consolidated Companies. For the purposes of this Section 7.08, (it being understood and agreed that any increase in management, monitoring, consulting, advisory and other fees (including transaction and termination feesx) each Unrestricted Subsidiary shall be deemed to be materially adverse to an Affiliate of each Restricted Company and (y) from and after the interests consummation of the Agents or the Lenders)); provided that, for the avoidance of doubt, upon the occurrence and during the continuance of an 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 (ii) indemnifications and reimbursement of expenses of the Sponsor and its Affiliates in connection with management, monitoring, consulting and advisory services provided by them to Holdings, any Borrower and any Restricted Subsidiary, including pursuant to the Management Agreement, if any; (f) to the extent permitted by Sections 6.4(g)(i), payments by any Borrower, Holdings, and any Restricted Subsidiary pursuant to tax sharing agreements among any such Persons on customary terms to the extent attributable to the ownership or operation of such Persons; (g) HoldingsReorganization, the Borrowers and entities conducting the Targets may consummate the Closing Date Acquisition in accordance with the Closing Date Acquisition Documents and pay fees and expenses related thereto; and (h) the issuance of Equity Interests (that are not Disqualified Equity Interests) Separated Operations shall no longer be deemed to any officer, director, manager, employee or consultant of Holdings, Holdings’ general partner, LLC Subsidiary or any be Affiliates of the Restricted Subsidiaries or any direct or indirect parent of Holdings or LLC SubsidiaryCompanies.

Transactions with Affiliates. Enter into or The Borrower will not, and will not permit to exist any transaction (including the purchaseRestricted Subsidiary to, salesell, lease or exchange 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 respect thereto with, any of its Affiliates, except: (i) (A) transactions with the Borrower or any property, Restricted Subsidiary and (B) transactions involving aggregate payments or consideration of less than the rendering greater of any service $30,000,000 and 3.0% of Consolidated EBITDA for the most recently ended Test Period prior to such transaction; (ii) on terms substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower or such Subsidiary at the time in a comparable arm’s-length transaction with a Person other than an Affiliate; (iii) the payment of any advisory, consulting and/or management fee) with any Affiliate of Holdings, on terms that are less favorable fees and expenses related to Holdings, any Borrower or any of the Restricted Subsidiaries, as the case may be, than those that would reasonably be expected to be obtained at the time from a Person who is not such an Affiliate in a comparable arms-length transaction; provided that the foregoing restriction shall not apply to: (a) any transaction among Holdings, any Borrower and any wholly owned Restricted Subsidiary not otherwise prohibited hereby (including any Person that becomes a wholly owned Restricted Subsidiary as a result of or in connection with such transaction)Transactions; (biv) reasonable and customary indemnities provided to, and reasonable and customary fees and reimbursements paid to, members issuances of Equity Interests of the Board of Directors of Holdings, Holdings’ general partner, any Borrower and any Restricted Subsidiaryto the extent otherwise permitted by this Agreement; (cv) reasonable and customary employment, compensation employment and severance arrangements for (including salary or guaranteed payments and bonuses) between the Borrower and the Restricted Subsidiaries and their respective officers and other employees of Holdings, any Borrower and any Restricted Subsidiary entered into in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangementsor otherwise in connection with the Transactions; (dvi) equity issuances, repurchases, redemptions, retirements or other acquisitions or retirement of Equity Interests payments by the Borrower and other Restricted Payments to the extent permitted under Section 6.4 and loans and other transactions by and among Holdings, any Borrower and/or one or more Restricted Subsidiaries to the extent otherwise permitted under, and subject to the limitations otherwise contained in, Section 6; (e) (i) so long as no Event of Default has occurred and is continuing, the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees), in each case, pursuant to the Management Agreement (without giving effect to any changes thereto after the Closing Date that are materially adverse to the interests of the Agents or the Lenders as reasonably determined by the Administrative Agent (it being understood and agreed that any increase in management, monitoring, consulting, advisory and other fees (including transaction and termination fees) shall be deemed to be materially adverse to the interests of the Agents or the Lenders)); provided that, for the avoidance of doubt, upon the occurrence and during the continuance of an 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 (ii) indemnifications and reimbursement of expenses of the Sponsor and its Affiliates in connection with management, monitoring, consulting and advisory services provided by them to Holdings, any Borrower and any Restricted Subsidiary, including pursuant to the Management Agreement, if any; (f) to the extent permitted by Sections 6.4(g)(i), payments by any Borrower, Holdings, and any Restricted Subsidiary pursuant to tax sharing agreements among any such Persons the Borrower and the Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of such Personsthe Borrower and the Restricted Subsidiaries, to the extent payments are permitted by Section 6.08; (gvii) Holdingsthe payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, directors, officers and employees of a Parent Entity (or any direct or indirect parent company thereof), the Borrowers Borrower and the Targets may consummate Restricted Subsidiaries in the Closing Date Acquisition in accordance with ordinary course of business to the Closing Date Acquisition Documents extent attributable to the ownership or operation of the Borrower and pay fees and expenses related thereto; andthe Restricted Subsidiaries; (hviii) transactions pursuant to any agreement or arrangement in effect as of the Effective Date and set forth on Schedule 6.09, 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 or arrangement as in effect on the Effective Date as determined by the Borrower in good faith); (ix) Restricted Payments permitted under Section 6.08 (or Investments made in lieu thereof pursuant to Section 6.04(m)); (x) customary payments by the Borrower and any of the Restricted Subsidiaries made for any financial advisory, consulting, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions, divestitures or financings) and any subsequent transaction or exit fee, 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 such Person in good faith; (xi) the issuance or transfer of Equity Interests (that are not other than Disqualified Equity Interests) of the Borrower to any officerPermitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any Affiliate of Holdings, Holdings’ general partner, LLC Subsidiary or any of the Restricted foregoing) of the Borrower, any of the Subsidiaries or any direct or indirect parent thereof; (xii) Dispositions of Holdings Equity Interests in an Unrestricted Subsidiary to the extent otherwise permitted hereunder; (xiii) Affiliate repurchases of the Loans and/or Commitments to the extent permitted hereunder, and the holding of such Loans and the payments and other related transactions in respect thereof; (xiv) transactions in connection with any Permitted Receivables Financing; (xv) loans, Investments and other transactions by the Borrower and its Restricted Subsidiaries to the extent permitted under Article VI; (xvi) loans, advances and other transactions between or LLC among the Borrower, any Restricted Subsidiary and/or any joint venture (regardless of the form of legal entity) in which the Borrower or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of a Parent Entity but for such Parent Entity’s or a Subsidiary’s ownership of Equity Interests in such joint venture or Subsidiary) to the extent permitted hereunder; and (xvii) 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.

Transactions with Affiliates. Enter The Loan Parties shall not, nor shall any Loan Party permit any Subsidiary to, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, the rendering of any service or the payment of any advisory, consulting and/or management fee) kind with any Affiliate of HoldingsAffiliate, on terms that are less favorable to Holdings, any Borrower whether or any of the Restricted Subsidiaries, as the case may be, than those that would reasonably be expected to be obtained at the time from a Person who is not such an Affiliate in a comparable arms-length transaction; provided that the foregoing restriction shall not apply to: (a) any transaction among Holdings, any Borrower and any wholly owned Restricted Subsidiary not otherwise prohibited hereby (including any Person that becomes a wholly owned Restricted Subsidiary as a result of or in connection with such transaction); (b) reasonable and customary indemnities provided to, and reasonable and customary fees and reimbursements paid to, members of the Board of Directors of Holdings, Holdings’ general partner, any Borrower and any Restricted Subsidiary; (c) reasonable and customary employment, compensation and severance arrangements for officers and other employees of Holdings, any Borrower and any Restricted Subsidiary entered into in the ordinary course of business and business, other than (a) transactions pursuant among (x) the Loan Parties or a Person that becomes a Loan Party as a result of such transaction or (y) Persons who are not Loan Parties, (b) on terms substantially as favorable to stock option plans and employee benefit plans and arrangements; the Borrower or such Subsidiary as would be obtainable by the Borrower or such Subsidiary at the time in a comparable arm’s-length transaction with a Person other than an Affiliate, (dc) equity issuances, repurchases, redemptions, retirements or other acquisitions or retirement retirements of Equity Interests Capital Stock of the Borrower permitted under SECTION 6.06, (d) loans and other Restricted Payments transactions by the Borrower and its Subsidiaries to the extent permitted under Section 6.4 and loans and other transactions by and among Holdingsthis Article VI, any Borrower and/or one or more Restricted Subsidiaries to the extent otherwise permitted under, and subject to the limitations otherwise contained in, Section 6; (e) employment and severance arrangements between the Borrower and its Subsidiaries and their respective officers and employees in the ordinary course of business, (if) so long as no Event of Default has occurred and is continuing, payments by the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees), in each case, Subsidiaries pursuant to the Management Agreement (without giving effect to any changes thereto after the Closing Date that are materially adverse to the interests of the Agents or the Lenders as reasonably determined by the Administrative Agent (it being understood and agreed that any increase in management, monitoring, consulting, advisory and other fees (including transaction and termination fees) shall be deemed to be materially adverse to the interests of the Agents or the Lenders)); provided that, for the avoidance of doubt, upon the occurrence and during the continuance of an 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 (ii) indemnifications and reimbursement of expenses of the Sponsor and its Affiliates in connection with management, monitoring, consulting and advisory services provided by them to Holdings, any Borrower and any Restricted Subsidiary, including pursuant to the Management Agreement, if any; (f) to the extent permitted by Sections 6.4(g)(i), payments by any Borrower, Holdings, and any Restricted Subsidiary pursuant to tax sharing agreements among any such Persons the Borrower and its Subsidiaries on customary terms to the extent attributable to the ownership or operation of such Persons; the Borrower and its Subsidiaries, (g) Holdingsthe payment of customary fees, compensation, and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, officers and employees of the Borrowers Borrower and its Subsidiaries in the Targets may consummate ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Subsidiaries, (h) transactions pursuant to permitted agreements in existence on the Closing Date Acquisition and specifically disclosed in accordance with writing to the Administrative Agent and the Lenders on or prior to the Closing Date Acquisition Documents and pay fees and expenses related thereto; and (h) the issuance of Equity Interests (that are not Disqualified Equity Interests) to any officer, director, manager, employee or consultant of Holdings, Holdings’ general partner, LLC Subsidiary or any of amendment thereto to the Restricted Subsidiaries or extent such an amendment is not adverse to the Lenders in any direct or indirect parent of Holdings or LLC Subsidiarymaterial respect, and (i) dividends, redemptions and repurchases permitted under SECTION 6.06.

Transactions with Affiliates. Enter Holdings will not, and will not permit any Subsidiary to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, property or the rendering of any service or the payment amendment, restatement, supplement or other modification to, or waiver of any advisoryrights under, consulting and/or management feeany Existing CVR Intercompany Agreement, or the entry into any new CVR Intercompany Agreement) with any Affiliate of Holdings, Holdings or such Subsidiary on terms that are less favorable to Holdings, any Borrower Holdings or any of the Restricted Subsidiariessuch Subsidiary, as the case may be, than those that would reasonably be expected to be obtained at the time from a Person who is not such prevail in an Affiliate in a comparable armsarm’s-length transactiontransaction with unrelated third parties; provided that the foregoing restriction shall not apply to: to (a) transactions between or among the Credit Parties not involving any transaction among Holdingsother Affiliate, any Borrower and any wholly owned Restricted Subsidiary not otherwise prohibited hereby (including any Person that becomes a wholly owned Restricted Subsidiary as a result of or in connection with such transaction); (b) any Restricted Payment permitted under Section 6.4, (c) issuances by Holdings of Equity Interests and receipt by Holdings of capital contributions, (d) reasonable and customary fees, indemnities provided to, and reasonable and customary fees and reimbursements paid to, to members of the Board board of Directors directors (or similar governing body) of HoldingsHoldings or any Subsidiary, Holdings’ general partner, any Borrower and any Restricted Subsidiary; (ce) reasonable and customary employment, compensation and severance arrangements for officers and other employees of Holdings, any Borrower Holdings and any Restricted Subsidiary the Subsidiaries entered into in the ordinary course of business business, (f) loans and advances permitted under Section 6.6(n), 6.6(o) or 6.6(p), (g) transactions pursuant to stock option plans the Existing CVR Intercompany Agreements, as in effect on the date hereof, provided, in the case of the Services Agreement, that the allocation of costs thereunder is not less favorable to Holdings and employee benefit plans and arrangements; (d) equity issuances, repurchases, redemptions, retirements or other acquisitions or retirement of Equity Interests and other Restricted Payments to the extent permitted under Section 6.4 and loans and other transactions Subsidiaries than the allocation thereof in effect during the period covered by and among Holdings, any Borrower and/or one or more Restricted Subsidiaries to the extent otherwise permitted underHistorical Financial Statements, and subject to the limitations otherwise contained in, Section 6; (e) (i) so long as no Event of Default has occurred and is continuing, the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees), in each case, pursuant to the Management Agreement (without giving effect to any changes thereto after the Closing Date that are materially adverse to the interests of the Agents or the Lenders as reasonably determined by the Administrative Agent (it being understood and agreed that any increase in management, monitoring, consulting, advisory and other fees (including transaction and termination fees) shall be deemed to be materially adverse to the interests of the Agents or the Lenders)); provided that, for the avoidance of doubt, upon the occurrence and during the continuance of an 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 (ii) indemnifications and reimbursement of expenses of the Sponsor and its Affiliates in connection with management, monitoring, consulting and advisory services provided by them to Holdings, any Borrower and any Restricted Subsidiary, including pursuant to the Management Agreement, if any; (f) to the extent permitted by Sections 6.4(g)(i), payments by any Borrower, Holdings, and any Restricted Subsidiary pursuant to tax sharing agreements among any such Persons on customary terms to the extent attributable to the ownership or operation of such Persons; (g) Holdings, the Borrowers and the Targets may consummate the Closing Date Acquisition in accordance with the Closing Date Acquisition Documents and pay fees and expenses related thereto; and (h) the issuance of Equity Interests transactions set forth on Schedule 6.10. Holdings will, and will cause each Subsidiary to, exercise its rights and remedies under the CVR Intercompany Agreements (including the Existing CVR Intercompany Agreements), including rights with respect to indemnities, cost reimbursements and purchase price adjustments, in a manner that are not Disqualified Equity Interests) to any officer, director, manager, employee or consultant of Holdings, Holdings’ general partner, LLC Subsidiary or any of the Restricted Subsidiaries or any direct or indirect parent of Holdings or LLC Subsidiaryit would do in an arms’-length transaction with an unrelated third party.

Transactions with Affiliates. Enter No Credit Agreement Party will, nor will permit any of its Subsidiaries to, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange series of any property, the rendering of any service or the payment of any advisory, consulting and/or management fee) transactions with any Affiliate of Holdings, on terms that are less favorable to Holdings, any Borrower Holdings or any of the Restricted Subsidiaries, its Subsidiaries other than on terms and conditions substantially as the case may be, than those that favorable to Holdings or such Subsidiary as would be reasonably be expected to be obtained obtainable by Holdings or such Subsidiary at the time from a Person who is not such an Affiliate in a comparable armsarm’s-length transactiontransaction with a Person other than an Affiliate; provided that the foregoing restriction following shall not apply to: in any event be permitted: (ai) the Transaction; (ii) intercompany transactions among Holdings and its Subsidiaries to the extent expressly permitted by Sections 9.02, 9.04, 9.05 and 9.06 shall be permitted (including the payment of interest and principal on intercompany Indebtedness permitted by Section 9.04); (iii) the payment of consulting or other fees to the Borrower by any transaction among Holdings, any of its Subsidiaries in the ordinary course of business; (iv) customary fees to non-officer directors of Holdings and its Subsidiaries; (v) the Borrower and any wholly owned Restricted Subsidiary not otherwise prohibited hereby (including any Person that becomes a wholly owned Restricted Subsidiary as a result its Subsidiaries perform their respective obligations under the Employment Agreements in effect on the Effective Date and other employment arrangements with respect to the procurement of or in connection services with such transaction); (b) reasonable their respective officers and customary indemnities provided toemployees, and reasonable enter into and customary fees perform their respective obligations under renewals or replacements of such arrangements, in each case so long as such employment arrangements or renewals and reimbursements paid to, members of the Board of Directors of Holdings, Holdings’ general partner, any Borrower and any Restricted Subsidiary; (c) reasonable and customary employment, compensation and severance arrangements for officers and other employees of Holdings, any Borrower and any Restricted Subsidiary replacements thereof are entered into in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements; business; (dvi) equity issuances, repurchases, redemptions, retirements or other acquisitions or retirement of Equity Interests and other Restricted Payments to the extent permitted under Section 6.4 and loans and other transactions by and among Holdings, any Borrower and/or one or more Restricted Subsidiaries to the extent otherwise permitted under, and subject to the limitations otherwise contained in, Section 6; (e) (i) so long as no Event of Default has occurred and is continuing, the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees), in each case, pursuant to the Management Agreement (without giving effect to any changes thereto after the Closing Date that are materially adverse to the interests of the Agents or the Lenders as reasonably determined by the Administrative Agent (it being understood and agreed that any increase in management, monitoring, consulting, advisory and other fees (including transaction and termination fees) shall be deemed to be materially adverse to the interests of the Agents or the Lenders)); provided that, for the avoidance of doubt, upon the occurrence and during the continuance of an 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) Dividends may be payable in cash upon the cure or waiver of such Event of Default, and (ii) indemnifications and reimbursement of expenses of the Sponsor and its Affiliates in connection with management, monitoring, consulting and advisory services provided paid by them to Holdings, any Borrower and any Restricted Subsidiary, including pursuant to the Management Agreement, if any; (f) Holdings to the extent permitted by Sections 6.4(g)(i), Section 9.06; (vii) payments by any Borrower, Holdings, and any Restricted Subsidiary may be made pursuant to tax sharing agreements among any such Persons on Tax Allocation Agreement; (viii) the payment of customary terms fees (excluding management fees) to the extent attributable to the ownership or operation of such Persons; (g) Holdings▇▇▇▇▇▇ ▇▇▇▇▇▇▇, the Borrowers Sponsors and their respective Affiliates for services (including, without limitation, any underwriting discounts and commissions) shall be permitted; (ix) the Targets may consummate the Closing Date Acquisition reimbursement of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and its Affiliates for reasonable out-of-pocket expenses payable in accordance with the Closing Date Acquisition Documents Preferred Stock Subscription Agreement and pay fees (x) Holdings and expenses related thereto; and (h) its Subsidiaries may enter into transactions with employees and/or officers of Holdings and its Subsidiaries in the issuance ordinary course of Equity Interests (that are not Disqualified Equity Interests) to business so long as any officersuch material transaction has been approved by the Board of Directors of Holdings or such Subsidiary. In no event shall any management, director, manager, employee consulting or consultant of Holdings, Holdings’ general partner, LLC Subsidiary similar fee be paid or payable by Holdings or any of the Restricted its Subsidiaries or to any direct or indirect parent of Holdings or LLC SubsidiaryAffiliate, except as specifically provided in this Section 9.07.

Transactions with Affiliates. Enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, the rendering of any service or the payment of any advisory, consulting and/or management fee) kind with any Affiliate of Holdingsthe Borrowers, on terms that are less favorable to Holdingswhether or not in the ordinary course of business, any Borrower or any of the Restricted Subsidiaries, as the case may be, than those that would reasonably be expected to be obtained at the time from a Person who is not such an Affiliate in a comparable arms-length transaction; provided that the foregoing restriction shall not apply toother than: (a) any transaction among Holdings, any on fair and reasonable terms substantially as favorable to such Borrower and any wholly owned Restricted Subsidiary not otherwise prohibited hereby (including any Person that becomes a wholly owned Restricted or such Subsidiary as would be obtainable by such Borrower or such Subsidiary at the time in a result of or in connection comparable arm’s length transaction with such transaction)a Person other than an Affiliate; (b) (i) reimburse Francisco Partners and its Affiliates or any equity holder up to reasonable and customary indemnities documented director fees, board travel expenses and other out of pocket expenses incurred with respect to Holdings and its Subsidiaries and (ii) so long as no Event of Default has occurred and is continuing pursuant to Section 8.01(a), (f) or (g), pay to Francisco Partners, its Affiliates or any equity holder fees pursuant to the Management Agreement (the “Management Fees”) and fees pursuant to the Consulting Agreement (the “Consulting Fees”) in an aggregate amount not to exceed $375,000 in any fiscal quarter for Management Fees and Consulting Fees (the “Management/Consulting Fee Cap”); provided tohowever, if all or part of the Management Fees or the Consulting Fees cannot be, or otherwise is not, paid during a given fiscal quarter, then the Management Fees or the Consulting Fees, as applicable, for such fiscal quarter that are not paid during such fiscal quarter shall be accrued, on a cumulative basis, and reasonable and customary fees and reimbursements such Management Fees or Consulting Fees, as applicable (collectively, the “Deferred Fees”), shall be payable in any subsequent fiscal quarter the Loan Parties choose; provided further that the amount of any such Deferred Fees paid to, members during any fiscal quarter shall not reduce the amount of the Board of Directors of Holdings, Holdings’ general partner, any Borrower and any Restricted SubsidiaryManagement Fees or Consulting Fees otherwise allowed to be paid for such fiscal quarter; (c) reasonable any Indebtedness incurred pursuant to Section 7.02, any Disposition permitted under Section 7.05, any Restricted Payment permitted under Section 7.06 and customary employment, compensation any Investments permitted under Section 7.03; (d) transactions between or among Holdings and its Subsidiaries not otherwise prohibited hereunder; (e) employment and severance arrangements for officers between Holdings and other its Subsidiaries and their respective officers, directors and employees of Holdings, any Borrower and any Restricted Subsidiary entered into in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements; (d) equity issuances, repurchases, redemptions, retirements or other acquisitions or retirement arrangements in the ordinary course of Equity Interests and other Restricted Payments to the extent permitted under Section 6.4 and loans and other transactions by and among Holdings, any Borrower and/or one or more Restricted Subsidiaries to the extent otherwise permitted under, and subject to the limitations otherwise contained in, Section 6; (e) (i) so long as no Event of Default has occurred and is continuing, the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees), in each case, pursuant to the Management Agreement (without giving effect to any changes thereto after the Closing Date that are materially adverse to the interests of the Agents or the Lenders as reasonably determined by the Administrative Agent (it being understood and agreed that any increase in management, monitoring, consulting, advisory and other fees (including transaction and termination fees) shall be deemed to be materially adverse to the interests of the Agents or the Lenders)); provided that, for the avoidance of doubt, upon the occurrence and during the continuance of an 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 (ii) indemnifications and reimbursement of expenses of the Sponsor and its Affiliates in connection with management, monitoring, consulting and advisory services provided by them to Holdings, any Borrower and any Restricted Subsidiary, including pursuant to the Management Agreement, if anybusiness; (f) payments by Holdings and its Subsidiaries pursuant to the extent permitted by Sections 6.4(g)(i), payments by any Borrower, Holdings, and any Restricted Subsidiary pursuant to tax sharing agreements among any such Persons Holdings and its Subsidiaries on customary terms to the extent attributable to the ownership or operation of such Personsthe Subsidiaries; (g) Holdings, the Borrowers and the Targets may consummate the Closing Date Acquisition in accordance with the Closing Date Acquisition Documents and pay payment of customary fees and reasonable out of pocket costs and expenses related thereto; andto, and indemnities provided on behalf of, directors, officers and employees of Holdings (and any of its direct or indirect parents) and its Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of Holdings and its Subsidiaries; (h) the issuance of Equity Interests (that are not other than Disqualified Equity InterestsCapital Stock) of Holdings to any officer, director, employee or consultant of any Holdings or any of its Subsidiaries; and (i) the issuance or transfer of Equity Interests (other than Disqualified Capital Stock) of Holdings or its direct or indirect parents to any direct or indirect equity holder or to any former, current or future director, manager, officer, employee or consultant (or any Affiliate of any of the foregoing) of Holdings, Holdings’ general partner, LLC Subsidiary or any of the Restricted its Subsidiaries or any direct or indirect parent of Holdings or LLC Subsidiarythereof.

Transactions with Affiliates. Enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, the rendering of any service or the payment of any advisory, consulting and/or management fee) kind with any Affiliate of Holdingsthe Borrower (other than a Loan Party), whether or not in the ordinary course of business, if such transaction involves consideration in excess of $1,000,000 or is otherwise material to the business of the Borrower and its Restricted Subsidiaries, other than on fair and reasonable terms that are no less favorable to Holdings, any the Borrower or any of the such Restricted SubsidiariesSubsidiary (or, as in the case may beof a transaction between a Loan Party and a Restricted Subsidiary that is not a Loan Party, than those that such Loan Party) as would reasonably be expected to be obtained obtainable by the Borrower or such Restricted Subsidiary at the time from a Person who is not such an Affiliate in a comparable arms-arm’s length transactiontransaction with a Person other than an Affiliate; provided that the foregoing restriction shall this Section does not apply toprohibit: (ai) any transaction among Holdings, any Borrower and any wholly owned Restricted Subsidiary not otherwise prohibited hereby (including any Person that becomes a wholly owned Restricted Subsidiary as a result of or in connection with such transaction)Investment permitted under Section 7.3; (bii) any merger, dissolution, liquidation, consolidation or Disposition permitted under Section 7.4; (iii) any Restricted Payment permitted under Section 7.6; (iv) the execution, delivery and performance of the Material Contracts listed on Schedule 5.7 as in effect on the date of this Agreement or, if applicable, to the extent modified as permitted under this Agreement; (v) the consummation of the Transactions and the payment of fees and expenses in connection therewith; (vi) reasonable and customary indemnities provided todirector, officer, employee (including employees of Affiliates) compensation (including bonuses and reasonable severance) and other benefits (including retirement, health, stock option and other benefit plans), payment of customary fees and reimbursements paid toreasonable out-of-pocket costs to directors, members officers, employees and consultants of the Borrower or any Affiliate in the ordinary course of business, indemnification arrangements with any of the foregoing, and the issuance of Equity Interests to any of the foregoing, in each case, approved by the Board of Directors of Holdings, Holdings’ general partner, any Borrower and any Restricted SubsidiaryBorrower; (cvii) reasonable and customary employment, compensation and severance arrangements for officers and other employees of Holdings, any Borrower and any Restricted Subsidiary entered into in the ordinary course of business and transactions pursuant to stock option plans permitted agreements in existence on the Closing Date (and employee benefit plans and arrangements; (dset forth on Schedule 7.8) equity issuances, repurchases, redemptions, retirements or other acquisitions or retirement of Equity Interests and other Restricted Payments any amendment thereto to the extent permitted under Section 6.4 and loans and other transactions by and among Holdings, any Borrower and/or one or more Restricted Subsidiaries to the extent otherwise permitted under, and subject to the limitations otherwise contained in, Section 6; (e) (i) so long as no Event of Default has occurred and such an amendment is continuing, the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees), in each case, pursuant to the Management Agreement (without giving effect to any changes thereto after the Closing Date that are materially not adverse to the interests of the Agents or the Lenders as reasonably determined by the Administrative Agent (it being understood and agreed that in any increase in management, monitoring, consulting, advisory and other fees (including transaction and termination fees) shall be deemed to be materially adverse to the interests of the Agents or the Lenders)); provided that, for the avoidance of doubt, upon the occurrence and during the continuance of an 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 (ii) indemnifications and reimbursement of expenses of the Sponsor and its Affiliates in connection with management, monitoring, consulting and advisory services provided by them to Holdings, any Borrower and any Restricted Subsidiary, including pursuant to the Management Agreement, if any; (f) to the extent permitted by Sections 6.4(g)(i), payments by any Borrower, Holdings, and any Restricted Subsidiary pursuant to tax sharing agreements among any such Persons on customary terms to the extent attributable to the ownership or operation of such Persons; (g) Holdings, the Borrowers and the Targets may consummate the Closing Date Acquisition in accordance with the Closing Date Acquisition Documents and pay fees and expenses related theretomaterial respect; and (hviii) transactions pursuant to the issuance of Equity Interests (that are not Disqualified Equity Interests) to any officerOmnibus Agreement, directorthe Operation and Management Services and Secondment Agreement and the Partnership Agreement, manager, employee or consultant of Holdings, Holdings’ general partner, LLC Subsidiary or any of in each case as in effect on the Restricted Subsidiaries or any direct or indirect parent of Holdings or LLC Subsidiarydate hereof.

Transactions with Affiliates. Enter into or Neither Holdings nor the Borrower will, nor will they permit to exist any transaction (including the purchaseother Subsidiary to, salesell, lease or exchange 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 of its Affiliates, except (i) transactions with Holdings or any propertySubsidiary, (ii) on terms substantially as favorable to Holdings or such Subsidiary as would be obtainable by Holdings or such Subsidiary at the rendering of any service or time in a comparable arm’s-length transaction with a Person other than an Affiliate, (iii) the payment of any advisoryfees and expenses related to the Transactions, consulting and/or (iv) the payment of management fee) with any Affiliate of Holdings, on terms that are less favorable and monitoring fees to Holdings, any Borrower the Investors (or any management companies of the Restricted Subsidiaries, as Investors) in an aggregate amount in any fiscal year not to exceed the case may be, than those that would reasonably be expected amount permitted to be obtained at paid pursuant to the time from a Person who is not such an Affiliate Investor Management Agreement as in a comparable arms-length transaction; provided that effect on the foregoing restriction shall not apply to: (a) any transaction among Holdings, any Borrower date hereof and any wholly owned Restricted Subsidiary Investor Termination Fees not otherwise prohibited hereby (including any Person that becomes a wholly owned Restricted Subsidiary to exceed the amount set forth in the Investor Management Agreement as a result of or in connection with such transaction); (b) reasonable effect on the date hereof and customary related indemnities provided to, and reasonable and customary fees and reimbursements paid toexpenses, members (v) issuances of Equity Interests of Holdings to the Board of Directors of Holdingsextent otherwise permitted by this Agreement, Holdings’ general partner, any Borrower and any Restricted Subsidiary; (cvi) reasonable and customary employment, compensation employment and severance arrangements for between Holdings and the Subsidiaries and their respective officers and other employees of Holdings, any Borrower and any Restricted Subsidiary entered into in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements; business, (dvii) equity issuances, repurchases, redemptions, retirements or other acquisitions or retirement of Equity Interests and other Restricted Payments to the extent permitted under Section 6.4 and loans and other transactions payments by and among Holdings, any Borrower and/or one or more Restricted Subsidiaries to the extent otherwise permitted under, and subject to the limitations otherwise contained in, Section 6; Holdings (e) (i) so long as no Event of Default has occurred and is continuing, the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees), in each case, pursuant to the Management Agreement (without giving effect to any changes thereto after the Closing Date that are materially adverse to the interests of the Agents or the Lenders as reasonably determined by the Administrative Agent (it being understood and agreed that any increase in management, monitoring, consulting, advisory and other fees (including transaction and termination fees) shall be deemed to be materially adverse to the interests of the Agents or the Lenders)); provided that, for the avoidance of doubt, upon the occurrence and during the continuance of an 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 (ii) indemnifications and reimbursement of expenses of the Sponsor and its Affiliates in connection with management, monitoring, consulting and advisory services provided by them to Holdings, any Borrower and any Restricted Subsidiary, including pursuant to direct or indirect parent thereof) and the Management Agreement, if any; (f) to the extent permitted by Sections 6.4(g)(i), payments by any Borrower, Holdings, and any Restricted Subsidiary Subsidiaries pursuant to tax sharing agreements among Holdings (and any such Persons parent thereof) and the Subsidiaries on customary terms to the extent attributable to the ownership or operation of such Persons; the Subsidiaries, (gviii) Holdingsthe payment of customary fees and reasonable out-of-pocket costs to, the Borrowers and indemnities provided on behalf of, directors, officers and employees of Holdings and the Targets may consummate Subsidiaries in the Closing ordinary course of business to the extent attributable to the ownership or operation of Holdings and the Subsidiaries, (ix) transactions pursuant to permitted agreements in existence or contemplated on the Effective Date Acquisition in accordance with the Closing Date Acquisition Documents and pay fees and expenses related thereto; and (h) the issuance of Equity Interests (that are not Disqualified Equity Interests) to any officer, director, manager, employee or consultant of Holdings, Holdings’ general partner, LLC Subsidiary 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, (x) Restricted Payments permitted under Section 6.08 and (xi) customary payments by Holdings and any Subsidiaries to the Sponsors 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), which payments are approved by the majority of the Restricted Subsidiaries members of the board of directors or any direct or indirect parent a majority of the disinterested members of the board of directors of Holdings or LLC Subsidiaryin good faith.

Transactions with Affiliates. Enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, the rendering of any service or the payment of any advisory, consulting and/or management fee) kind with any Affiliate of the Borrowers or Holdings, whether or not in the ordinary course of business, other than on fair and reasonable terms that are less substantially at least as favorable to Holdings, any Borrower the Borrowers or any of such Restricted Subsidiary as would be obtainable by the Borrowers or such Restricted Subsidiaries, as the case may be, than those that would reasonably be expected to be obtained Subsidiary at the time from a Person who is not such an Affiliate in a comparable arms-arm’s length transactiontransaction with a Person other than an Affiliate; provided that the foregoing restriction shall not apply to: to (a) any transaction (A) transactions between or among Holdings, any Borrower the Borrowers and any wholly owned of the Subsidiary Guarantors or between and among any Subsidiary Guarantors and (B) transactions between or among Restricted Subsidiary Subsidiaries that are not otherwise prohibited hereby (including any Person that becomes a wholly owned Restricted Subsidiary as a result of or in connection with such transaction); Loan Parties, (b) reasonable transactions, arrangements, fees reimbursements and customary indemnities provided tospecifically and expressly permitted between or among such parties under this Agreement or any other Loan Document, and reasonable and customary fees and reimbursements paid to, members of the Board of Directors of Holdings, Holdings’ general partner, any Borrower and any Restricted Subsidiary; (c) reasonable and customary employment, compensation and severance arrangements for indemnities to officers and other employees of Holdingsdirectors, any Borrower and any Restricted Subsidiary entered into in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements; (d) equity issuances, repurchases, redemptions, retirements or other acquisitions or retirement of Equity Interests and other Restricted Payments to the extent permitted under Section 6.4 and loans and other transactions by and among Holdings, any Borrower and/or one or more Restricted Subsidiaries to the extent otherwise permitted under, and subject to the limitations otherwise contained in, Section 6; (e) (i) so long as no Event of Default under Section 8.01(a) and Section 8.01(f) has occurred and is continuing, management fees paid to the payment Sponsor pursuant to the terms of managementthe Advisory Services Agreement as in effect on the Initial Closing Date in any fiscal year (subject to the provisos below), monitoring, consulting, advisory (e) reimbursement of the Sponsor for indemnities and other fees (including transaction out-of-pocket costs and termination fees)expenses paid by the Sponsor, in each case, case in pursuant to the Management terms of the Advisory Services Agreement as in effect on the Initial Closing Date, provided that nothing herein shall prohibit the accrual of any such fees or expenses under the terms of the Advisory Services Agreement; and provided further that, so long as no Event of Default under Section 8.01(a) and Section 8.01(f) has occurred or is continuing, any management fees accrued under the Advisory Services Agreement and not paid pursuant to clause (without giving effect d), shall be permitted to any changes thereto after the Closing Date that are materially adverse be paid, subject to the interests other terms of the Agents or the Lenders as reasonably determined by the Administrative Agent (it being understood and agreed that any increase in management, monitoring, consulting, advisory and other fees (including transaction and termination fees) shall be deemed to be materially adverse to the interests of the Agents or the Lenders)); provided that, for the avoidance of doubt, upon the occurrence and during the continuance of an 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 (ii) indemnifications and reimbursement of expenses of the Sponsor and its Affiliates in connection with management, monitoring, consulting and advisory services provided by them to Holdings, any Borrower and any Restricted Subsidiary, including pursuant to the Management this Agreement, if any; (f) to the extent permitted by Sections 6.4(g)(i), payments by any Borrower, Holdings, customary transaction with a Subsidiary effected as part of a Qualified Securitization Financing or a Receivables Facility and any Restricted Subsidiary pursuant to tax sharing agreements among any such Persons on customary terms to the extent attributable to the ownership or operation of such Persons; (g) Holdingstransactions and activities necessary or advisable to effectuate the Transactions, the Borrowers and the Targets may consummate the Closing Date Acquisition in accordance with the Closing Date Acquisition Documents and pay fees and expenses related thereto; and (h) the issuance of Equity Interests (that are not Disqualified Equity Interests) to any officer, director, manager, employee a Permitted Tax Reorganization or consultant of Holdings, Holdings’ general partner, LLC Subsidiary or any of the Restricted Subsidiaries or any direct or indirect parent of Holdings or LLC Subsidiarya Permitted IPO Reorganization.

Transactions with Affiliates. Enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, the rendering of any service or the payment of any advisory, consulting and/or management fee) kind with any Affiliate of Holdingsthe Parent Borrower, on terms that are less favorable to Holdingswhether or not in the ordinary course of business, any other than: (a) transactions between or among the Parent Borrower or any of the Restricted Subsidiaries, as the case may be, than those that would reasonably be expected to be obtained at the time from a Person who is not such an Affiliate in a comparable arms-length transaction; provided that the foregoing restriction shall not apply to: (a) Subsidiaries or any transaction among Holdings, any Borrower and any wholly owned Restricted Subsidiary not otherwise prohibited hereby (including any Person entity that becomes a wholly owned Restricted Subsidiary as a result of or in connection with such transaction);, (b) reasonable and customary indemnities provided to, and reasonable and customary fees and reimbursements paid to, members of transactions on terms substantially as favorable to the Board of Directors of Holdings, Holdings’ general partner, any Parent Borrower and any or such Restricted Subsidiary;Subsidiary as would be obtainable by the Parent Borrower or such Restricted Subsidiary at the time in a comparable arm’s-length transaction with a Person other than an Affiliate, (c) the Transaction and the payment of fees and expenses related to the Transaction, (d) the issuance of Equity Interests to any officer, director, employee or consultant of the Parent Borrower or any of its Subsidiaries or any direct or indirect parent of the Parent Borrower in connection with the Transaction, (e) the payment of management and monitoring fees in an aggregate amount in any fiscal year not to exceed the amount permitted to be paid pursuant to the Sponsor Management Agreement as in effect on the date hereof and any Sponsor Termination Fees not to exceed the amount set forth in the Sponsor Management Agreement as in effect on the date hereof and related indemnities and reasonable and customary employment, compensation expenses, (f) Investments permitted under Section 7.02, (g) employment and severance arrangements for between the Parent Borrower and the Restricted Subsidiaries and their respective officers and other employees of Holdings, any Borrower and any Restricted Subsidiary entered into in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements;, (dh) equity issuances, repurchases, redemptions, retirements or other acquisitions or retirement of Equity Interests and other Restricted Payments to the extent permitted under Section 6.4 and loans and other transactions by and among Holdings, any Borrower and/or one or more Restricted Subsidiaries to the extent otherwise permitted under, and subject to the limitations otherwise contained in, Section 6; (e) (i) so long as no Event of Default has occurred and is continuing, the payment of managementcustomary fees and reasonable out-of-pocket costs to, monitoringand indemnities provided on behalf of, consultingdirectors, advisory officers, employees and other fees (including transaction and termination fees), in each case, pursuant to the Management Agreement (without giving effect to any changes thereto after the Closing Date that are materially adverse to the interests consultants of the Agents Parent Borrower and the Restricted Subsidiaries or the Lenders as reasonably determined by the Administrative Agent (it being understood and agreed that any increase in management, monitoring, consulting, advisory and other fees (including transaction and termination fees) shall be deemed to be materially adverse to the interests direct or indirect parent of the Agents or Parent Borrower in the Lenders)); provided that, for the avoidance ordinary course of doubt, upon the occurrence and during the continuance of an 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 (ii) indemnifications and reimbursement of expenses of the Sponsor and its Affiliates in connection with management, monitoring, consulting and advisory services provided by them to Holdings, any Borrower and any Restricted Subsidiary, including pursuant to the Management Agreement, if any; (f) to the extent permitted by Sections 6.4(g)(i), payments by any Borrower, Holdings, and any Restricted Subsidiary pursuant to tax sharing agreements among any such Persons on customary terms business to the extent attributable to the ownership or operation of such Persons;the Parent Borrower and the Restricted Subsidiaries, (gi) Holdingsany agreement, the Borrowers and the Targets may consummate instrument or arrangement as in effect as of the Closing Date Acquisition and, to the extent entered into following August 11, 2006, and involving aggregate consideration in accordance with excess of $5,000,000 individually or $25,000,000 in the aggregate, set forth on Schedule 7.08, or any amendment thereto (so long as any such amendment is not disadvantageous to the Lenders when taken as a whole in any material respect as compared to the applicable agreement as in effect on the Closing Date Acquisition Documents and pay fees and expenses related thereto; andas reasonably determined in good faith by the Parent Borrower), (hj) Restricted Payments permitted under Section 7.06, (k) customary payments by the issuance Parent Borrower and any of Equity Interests the Restricted Subsidiaries to the Sponsor Group made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities (that are not Disqualified Equity Interestsincluding in connection with acquisitions or divestitures), (l) to any officer, director, manager, employee or consultant of Holdings, Holdings’ general partner, LLC Subsidiary transactions in which the Parent Borrower or any of the Restricted Subsidiaries, 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 Borrower or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (b) of this Section 7.08, (m) 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 Parent Borrower and the Restricted Subsidiaries, in the reasonable determination of the board of directors or the senior management of the Parent Borrower, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party, (n) 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 or distributees of any of the foregoing) of the Parent Borrower, any of its Subsidiaries or any direct or indirect parent thereof, (o) investments by the Sponsor Group in securities of Holdings the Parent Borrower or LLC Subsidiaryany of the Restricted Subsidiaries so long as (A) the investment is being offered generally to other investors on the same or more favorable terms and (B) the investment constitutes less than 5.0% of the proposed or outstanding issue amount of such class of securities, and (p) payments to or from, and transactions with, any joint venture in the ordinary course of business.

Transactions with Affiliates. Enter into or permit to exist any transaction The Borrower and its Restricted Subsidiaries will conduct all transactions with their respective Affiliates (including the sale, lease, license or other transfer of any assets to, or purchase, salelease, lease license or exchange other acquisition of any propertyassets from, any Affiliates) involving aggregate payments or consideration in excess of $15,000,000 at the rendering time of such transaction, for any service individual transaction or the payment series of any advisoryrelated transactions, consulting and/or management fee) with any Affiliate of Holdings, at prices and on terms that are less and conditions substantially as favorable to Holdings, any the Borrower or any of the such Restricted Subsidiaries, Subsidiary as the case may be, than those that would reasonably be expected to be obtained prevail at the such time from a Person who is not such an Affiliate in a comparable armsarm’s-length transaction; provided transactions with unrelated third parties, provided, that the foregoing restriction restrictions shall not apply to: to (a) transactions between or among the Loan Parties not involving any transaction other Affiliate and transactions between or among HoldingsRestricted Subsidiaries that are not Loan Parties not involving any other Affiliate, any Borrower and any wholly owned Restricted Subsidiary not otherwise prohibited hereby (including any Person that becomes a wholly owned Restricted Subsidiary as a result of or in connection with such transaction); (b) reasonable and customary indemnities provided to, and reasonable and customary fees and reimbursements paid to, members of transactions between or among the Board of Directors of Holdings, Holdings’ general partner, any Borrower and a Restricted Subsidiary or among Restricted Subsidiaries and not involving any Restricted Subsidiary; other Affiliate, (c) reasonable any Restricted Payment permitted under Section 6.08, (d) sales, issuances and customary employmenttransfers by the Borrower of its Equity Interests (other than Disqualified Equity Interests), compensation and severance receipt by the Borrower of capital contributions, (e) compensation, expense reimbursement and indemnification of, and other employment arrangements for with, directors, officers and other employees of Holdings, any the Borrower and or any Restricted Subsidiary entered into in the ordinary course of business, (f) loans and advances permitted under clauses (l), (m) and (o) of Section 6.04, (g) the payment of Transaction Costs and the consummation of the Transactions, (h) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers and employees of the Borrower or any Restricted Subsidiary in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements; (d) equity issuances, repurchases, redemptions, retirements or other acquisitions or retirement of Equity Interests and other Restricted Payments to the extent permitted under Section 6.4 and loans and other transactions by and among Holdings, any Borrower and/or one or more Restricted Subsidiaries to the extent otherwise permitted under, and subject to the limitations otherwise contained in, Section 6; (e) (i) so long as no Event of Default has occurred and is continuing, the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees), in each case, pursuant to the Management Agreement (without giving effect to any changes thereto after the Closing Date that are materially adverse to the interests of the Agents or the Lenders as reasonably determined by the Administrative Agent (it being understood and agreed that any increase in management, monitoring, consulting, advisory and other fees (including transaction and termination fees) shall be deemed to be materially adverse to the interests of the Agents or the Lenders)); provided that, for the avoidance of doubt, upon the occurrence and during the continuance of an 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 (ii) indemnifications and reimbursement of expenses of the Sponsor and its Affiliates in connection with management, monitoring, consulting and advisory services provided by them to Holdings, any Borrower and any Restricted Subsidiary, including pursuant to the Management Agreement, if any; (f) to the extent permitted by Sections 6.4(g)(i), payments by any Borrower, Holdings, and any Restricted Subsidiary pursuant to tax sharing agreements among any such Persons on customary terms to the extent attributable to the ownership or operation of the Borrower or such Persons; Restricted Subsidiaries, (gi) Holdings, loans and Guarantees among the Borrowers Borrower and the Targets may consummate Restricted Subsidiaries to the Closing Date Acquisition in accordance with extent permitted under Article VI, (j) employment and severance arrangements and health, disability and similar insurance or benefit plans between the Closing Date Acquisition Documents Borrower and pay fees the Restricted Subsidiaries, on the one hand, and expenses related thereto; and their respective directors, officers, employees, on the other hand (h) including management and employee benefit plans or agreements, subscription agreements or similar agreements pertaining to the issuance repurchase of Equity Interests pursuant to put/call rights or similar rights with current or former employees, officers or directors and stock option or incentive plans and other compensation arrangements) in the ordinary course of business or as otherwise approved by the board of directors of the Borrower, (k) any transaction with a Person (other than an Unrestricted Subsidiary) that are not Disqualified would constitute a transaction with an Affiliate solely because the Borrower or a Restricted Subsidiary owns an Equity Interests) to any officer, director, manager, employee Interest in or consultant otherwise controls such Person; provided that no Affiliate of Holdings, Holdings’ general partner, LLC Subsidiary the Borrower or any of its Subsidiaries (other than the Borrower or a Restricted Subsidiary) shall have a beneficial interest or otherwise participate in such Person, (l) transactions between the Borrower or any of its Restricted Subsidiaries and any Person that would constitute a transaction with an Affiliate solely because such Person is a director or such Person has a director which is also a director of the Borrower or any direct or indirect parent of Holdings the Borrower; provided, however, that such director abstains from voting as a director of the Borrower or LLC Subsidiarysuch direct or indirect parent of the Borrower, as the case may be, on any matter involving such other Person, and (m) intercompany transactions undertaken in good faith for the purpose of improving the consolidated tax efficiency of the Borrower and the Restricted Subsidiaries and not for the purpose of circumventing any covenant set forth herein.

Transactions with Affiliates. Enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, property or the rendering of any service or the payment of any advisory, consulting and/or management feeservice) with any Affiliate of Holdingsthe Borrower (other than between or among the Borrower and its Restricted Subsidiaries), on terms that are materially less favorable to Holdings, any the Borrower or any of the its Restricted SubsidiariesSubsidiaries (taken as a whole), as the case may be, than those that would reasonably be expected to might be obtained at the time from a Person who is not such an Affiliate in a comparable arms-length transactionAffiliate; provided that provided, the foregoing restriction shall not apply to: (a) any transaction between or among Holdings, any the Borrower and any wholly owned of its Restricted Subsidiary Subsidiaries not otherwise prohibited hereby restricted hereunder; provided that any transaction between or among any Credit Party and any non-Credit Party in reliance of this clause (including any Person that becomes a wholly owned Restricted Subsidiary as a result of or a) shall be made in connection accordance with such transaction)the Approved Budget; (b) any transaction between or among non-Credit Party Restricted Subsidiaries not otherwise restricted hereunder; (c) subject to the Approved Budget, reasonable and customary indemnities (including the provision of directors and officers insurance) provided to, and reasonable and customary fees and reimbursements out-of-pocket expense reimbursement paid to, members of the Board of Directors Directors, officers and other employees of Holdings, Holdings’ general partner, any the Borrower and any its Restricted SubsidiarySubsidiaries; (cd) subject to the Approved Budget, reasonable and customary employment, compensation (including bonus) and severance arrangements for members of the Board of Directors, officers and other employees of Holdings, any the Borrower and its Restricted Subsidiaries and other employee benefit arrangements paid to or provided for the benefit of, directors, officers or employees thereof; (e) Restricted Payments to the extent permitted under Section 6.4, Investments to the extent permitted under Section 6.6 and other transactions permitted by Section 6; (f) any Restricted Subsidiary transaction existing on the Closing Date and set forth on Schedule 6.10(f) or any amendment thereto to the extent such amendment is not adverse to the Lenders; (g) transactions approved by a majority of the disinterested directors of the Borrower’s Board of Directors; (h) employment arrangements entered into in the ordinary course of business between the Borrower or any Restricted Subsidiary and transactions pursuant to stock option plans and any employee benefit plans and arrangementsthereof; (di) equity issuancestransactions with customers, repurchasesclients, redemptionssuppliers, retirements or purchasers or sellers of goods or services or providers of employees or other acquisitions or retirement of Equity Interests and other Restricted Payments to the extent permitted under Section 6.4 and loans and other transactions by and among Holdings, any Borrower and/or one or more Restricted Subsidiaries to the extent otherwise permitted under, and subject to the limitations otherwise contained in, Section 6; (e) (i) so long as no Event of Default has occurred and is continuing, the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees)labor, in each case, pursuant case in the ordinary course of business and otherwise in compliance with the terms of this Agreement that are fair to the Management Agreement (without giving effect to any changes thereto after Borrower or the Closing Date that are materially adverse to Restricted Subsidiaries, in the interests reasonable determination of the Agents members of the Board of Directors of the Borrower or the Lenders senior management thereof, or are on terms at least as favorable as might reasonably determined by the Administrative Agent (it being understood and agreed that any increase in management, monitoring, consulting, advisory and other fees (including transaction and termination fees) shall be deemed to be materially adverse to the interests of the Agents or the Lenders)); provided that, for the avoidance of doubt, upon the occurrence and during the continuance of have been obtained at such time from an 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 (ii) indemnifications and reimbursement of expenses of the Sponsor and its Affiliates in connection with management, monitoring, consulting and advisory services provided by them to Holdings, any Borrower and any Restricted Subsidiary, including pursuant to the Management Agreement, if any; (f) to the extent permitted by Sections 6.4(g)(i), payments by any Borrower, Holdings, and any Restricted Subsidiary pursuant to tax sharing agreements among any such Persons on customary terms to the extent attributable to the ownership or operation of such Persons; (g) Holdings, the Borrowers and the Targets may consummate the Closing Date Acquisition in accordance with the Closing Date Acquisition Documents and pay fees and expenses related theretounaffiliated Person; and (hj) the issuance of Equity Interests (that are not Disqualified Equity Interests) to any officer, director, manager, employee or consultant of Holdings, Holdings’ general partner, LLC Subsidiary or any of the Restricted Subsidiaries or any direct or indirect parent of Holdings or LLC Subsidiary[reserved].

Transactions with Affiliates. Enter into Such Credit Party shall not, and shall not suffer or permit to exist any of its Restricted Subsidiaries to, enter into any transaction (including the purchase, sale, lease or exchange of any property, the rendering of any service or the payment of any advisory, consulting and/or management fee) with any Affiliate of Holdings, on terms that are other than (a) transactions no less favorable to Holdings, any Borrower such Credit Party or any of the Restricted Subsidiaries, as the case may be, Subsidiary than those that would reasonably be expected to be obtained at the time from a Person who is not such an Affiliate in a comparable armsarm’s-length transaction; provided transaction with a Person that the foregoing restriction shall is not apply to: (a) any transaction among an Affiliate of Holdings, any Borrower and any wholly owned Restricted Subsidiary not otherwise prohibited hereby (including any Person that becomes a wholly owned Restricted Subsidiary as a result of or in connection with such transaction); (b) reasonable and customary indemnities provided toinsurance transactions, and reasonable and customary fees and reimbursements paid to, members of the Board of Directors of Holdings, Holdings’ general partner, any Borrower and any Restricted Subsidiary; (c) reasonable and customary employment, compensation and severance arrangements for officers intercompany pooling and other employees of Holdings, any Borrower and any Restricted Subsidiary reinsurance transactions entered into in the ordinary course of business and consistent with past practice, (c) transactions pursuant to stock option plans between or among Holdings and employee benefit plans its Restricted Subsidiaries and arrangements; between or among Restricted Subsidiaries, (d) equity issuancesany Restricted Payment permitted by Section 7.07, repurchases(e) arrangements for indemnification payments for directors and officers of Holdings and its Restricted Subsidiaries, redemptions(f) intercompany transactions between or among GAFGL, retirements KKR or any of its Subsidiaries, Holdings and Restricted Subsidiaries and between or among Restricted Subsidiaries, relating to any or all of the (i) provision of management services and other corporate overhead services, (ii) provision of personnel to other locations within Holdings’ consolidated group on a temporary basis, and (iii) provision, purchase or lease of services, operational support, assets, equipment, data, information and technology, that, in the case of any such intercompany transaction referred to in this clause (f), are subject to reasonable reimbursement or cost-sharing arrangements (as determined in good faith by Holdings), which reimbursement or cost-sharing arrangements may be effected through transfers of cash or other acquisitions assets or retirement through book-entry credits or debits made on the ledgers of Equity Interests and other Restricted Payments 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 extent permitted under Section 6.4 reasonable requirements of the business of Holdings and loans the Restricted Subsidiaries, (g) transactions entered into in connection with the IPO or any Post-IPO Offerings (including various shareholder agreements), (h) ordinary-course business transactions (other than transactions of the type described in clause (c) or (f) above) that (A) do not involve the sale, transfer or other Disposition of operations or assets and other transactions by (B) do not materially adversely affect the Lenders and (i) loans, Investments and guarantees among Holdings, any Borrower and/or one or more Holdings and the Restricted Subsidiaries to the extent otherwise permitted under, and subject to the limitations otherwise contained in, Section 6; (e) (i) so long as no Event of Default has occurred and is continuing, the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees), in each case, pursuant to the Management Agreement (without giving effect to any changes thereto after the Closing Date that are materially adverse to the interests of the Agents or the Lenders as reasonably determined by the Administrative Agent (it being understood and agreed that any increase in management, monitoring, consulting, advisory and other fees (including transaction and termination fees) shall be deemed to be materially adverse to the interests of the Agents or the Lenders)); provided that, for the avoidance of doubt, upon the occurrence and during the continuance of an 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 (ii) indemnifications and reimbursement of expenses of the Sponsor and its Affiliates in connection with management, monitoring, consulting and advisory services provided by them to Holdings, any Borrower and any Restricted Subsidiary, including pursuant to the Management Agreement, if any; (f) to the extent permitted by Sections 6.4(g)(i), payments by any Borrower, Holdings, and any Restricted Subsidiary pursuant to tax sharing agreements among any such Persons on customary terms to the extent attributable to the ownership or operation of such Persons; (g) Holdings, the Borrowers and the Targets may consummate the Closing Date Acquisition in accordance with the Closing Date Acquisition Documents and pay fees and expenses related thereto; and (h) the issuance of Equity Interests (that are not Disqualified Equity Interests) to any officer, director, manager, employee or consultant of Holdings, Holdings’ general partner, LLC Subsidiary or any of the Restricted Subsidiaries or any direct or indirect parent of Holdings or LLC Subsidiaryprohibited under this Article 7.

Transactions with Affiliates. Enter None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, the rendering of any service or the payment of any advisory, consulting and/or management fee) kind with any Affiliate of Holdingsa Covenant Party, on terms that are less favorable to Holdingswhether or not in the ordinary course of business, any Borrower or any of the Restricted Subsidiaries, as the case may be, other than those that would reasonably be expected to be obtained at the time from a Person who is not such an Affiliate in a comparable arms-length transaction; provided that the foregoing restriction shall not apply to: (a) transactions among any transaction among Holdings, Covenant Party and its Restricted Subsidiaries or any Borrower and any wholly owned Restricted Subsidiary not otherwise prohibited hereby (including any Person entity that becomes a wholly owned Restricted Subsidiary as a result of such transaction, (b) on terms substantially as favorable to such Covenant Party or such Restricted Subsidiary as would be obtainable by such Covenant Party or such Restricted Subsidiary at the time in a comparable arm’s-length transaction with a Person other than an Affiliate, (c) as part of or in connection with such transaction); the Transaction, (bd) reasonable the issuance of Equity Interests to the management of a Covenant Party or any of its Restricted Subsidiaries in connection with the Transaction, (e) the payment of management, transaction and customary monitoring fees in an aggregate amount not to exceed the amounts permitted to be paid pursuant to the Sponsor Management Agreements as in effect on the Closing Date and related indemnities provided to, and reasonable and customary fees and reimbursements paid toexpenses, members of the Board of Directors of Holdings, Holdings’ general partner, any Borrower and any Restricted Subsidiary; (c) reasonable and customary employment, compensation and severance arrangements for officers and other employees of Holdings, any Borrower and any Restricted Subsidiary entered into in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements; (df) equity issuances, repurchases, redemptions, retirements or other acquisitions or retirement retirements of Equity Interests by the Covenant Parties permitted under Section 7.06, (g) loans and other transactions by any Covenant Party and its Restricted Payments Subsidiaries to the extent permitted under Section 6.4 this Article VII, (h) employment and loans severance arrangements between any Covenant Party and other transactions by and among Holdings, any Borrower and/or one or more its Restricted Subsidiaries to and their respective officers and employees in the extent otherwise permitted underordinary course of business, and subject to the limitations otherwise contained in, Section 6; (e) (i) so long as no Event of Default has occurred payments by any Covenant Party (and is continuing, the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees), in each case, any direct or indirect parent thereof) pursuant to the Management Agreement (without giving effect to any changes thereto after the Closing Date that are materially adverse to the interests of the Agents or the Lenders as reasonably determined by the Administrative Agent (it being understood and agreed that any increase in management, monitoring, consulting, advisory and other fees (including transaction and termination fees) shall be deemed to be materially adverse to the interests of the Agents or the Lenders)); provided that, for the avoidance of doubt, upon the occurrence and during the continuance of an 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 (ii) indemnifications and reimbursement of expenses of the Sponsor and its Affiliates in connection with management, monitoring, consulting and advisory services provided by them to Holdings, any Borrower and any Restricted Subsidiary, including pursuant to the Management Agreement, if any; (f) to the extent permitted by Sections 6.4(g)(i), payments by any Borrower, Holdings, and any Restricted Subsidiary pursuant to tax sharing agreements among such Covenant Party (and any such Persons parent thereof) and the Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of such Persons; Covenant Party and such Restricted Subsidiaries, (gj) Holdingsthe payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, officers and employees of any Covenant Party and its Restricted Subsidiaries in the Borrowers ordinary course of business to the extent attributable to the ownership or operation of such Covenant Party and the Targets may consummate its Restricted Subsidiaries, (k) transactions pursuant to agreements in existence on the Closing Date Acquisition in accordance with and set forth on Schedule 7.08 to the Closing Date Acquisition Documents and pay fees and expenses related thereto; and (h) the issuance of Equity Interests (that are not Disqualified Equity Interests) to any officer, director, manager, employee or consultant of Holdings, Holdings’ general partner, LLC Subsidiary Existing Credit Agreement or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect, (l) dividends, redemptions and repurchases permitted under Section 7.06, (m) transactions in connection with a Permitted Receivables Financing, (n) transactions in connection with a Permitted Debt Offering in which a non-Affiliate participates on substantially the same terms, (o) customary payments by any Covenant Party and any of its Restricted Subsidiaries to Valcon or the Sponsors 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 Restricted Subsidiaries members of the board of directors or any direct or indirect parent a majority of Holdings or LLC Subsidiarythe disinterested members of the board of directors of a Covenant Party, in good faith and (p) transactions caused by granting the Ratable Security of EMTNs.

Transactions with Affiliates. Enter into or The Borrower will not, and will not permit to exist any transaction (including the purchaseof its Subsidiaries to, salesell, lease or exchange of otherwise transfer any propertyproperty or assets to, the rendering of or purchase, lease or otherwise acquire any service property or the payment of assets from, or otherwise engage in any advisory, consulting and/or management fee) with any Affiliate of Holdings, on terms that are less favorable to Holdingsother transactions with, any Borrower or any of the Restricted Subsidiariesits Affiliates, as the case may be, than those that would reasonably be expected to be obtained at the time from a Person who is not such an Affiliate in a comparable arms-length transaction; provided that the foregoing restriction shall not apply toexcept: (a) any transaction among Holdings, any Borrower and any wholly owned Restricted Subsidiary not otherwise prohibited hereby (including any Person that becomes a wholly owned Restricted Subsidiary as a result of or in connection with such transaction); (b) reasonable and customary indemnities provided to, and reasonable and customary fees and reimbursements paid to, members of the Board of Directors of Holdings, Holdings’ general partner, any Borrower and any Restricted Subsidiary; (c) reasonable and customary employment, compensation and severance arrangements for officers and other employees of Holdings, any Borrower and any Restricted Subsidiary entered into transactions in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm’s length basis from a Person that is not an Affiliate; (b) transactions pursuant to stock option plans between or among the Borrower and employee benefit plans and arrangementsits wholly owned Subsidiaries not involving any other Affiliate; (c) any Investment permitted by Section 6.06; (d) equity issuances, repurchases, redemptions, retirements or other acquisitions or retirement of Equity Interests and other any Restricted Payments to the extent Payment permitted under by Section 6.4 and loans and other transactions by and among Holdings, any Borrower and/or one or more Restricted Subsidiaries to the extent otherwise permitted under, and subject to the limitations otherwise contained in, Section 66.07; (e) (i) so long as no Event of Default has occurred and is continuing, the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees), in each case, pursuant to the Management Agreement (without giving effect to any changes thereto after the Closing Date that are materially adverse to the interests of the Agents or the Lenders as reasonably determined by the Administrative Agent (it being understood and agreed that any increase in management, monitoring, consulting, advisory and other fees (including transaction and termination fees) shall be deemed to be materially adverse to the interests of the Agents or the Lenders)); provided that, for the avoidance of doubt, upon the occurrence and during the continuance of an 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 (ii) indemnifications and reimbursement of expenses of the Sponsor and its Affiliates in connection with management, monitoring, consulting and advisory services provided by them to Holdings, any Borrower and any Restricted Subsidiary, including pursuant to the Management Agreement, if any[reserved]; (f) the payment of reasonable and customary (as determined in good faith by the Borrower) regular fees, compensation, indemnification and other benefits to current, former and future directors of the extent permitted by Sections 6.4(g)(i)Borrower or a Subsidiary who are not employees of the Borrower or such Subsidiary, payments by any Borrower, Holdings, including reimbursement or advancement of reasonable and any Restricted Subsidiary pursuant to tax sharing agreements among any such Persons on customary terms to the extent attributable to the ownership or operation documented out-of-pocket expenses and provisions of such Personsliability insurance; (g) Holdingsloans or advances to officers, directors or employees of the Borrowers Borrower in the ordinary course of business of the Borrower or its Subsidiaries or otherwise made on their behalf in an amount not to exceed $2,000,000 in the aggregate; (h) any issuance of equity interests of the Borrower or any capital contribution to the Borrower or any of the Subsidiaries; (i) payments to or from, and transactions with, any joint ventures or similar arrangements (including, without limitation, any cash management activities relating thereto); provided that such arrangements are on terms no less favorable to the Borrower and its Subsidiaries in any material respect, on the one hand, than to the relevant joint venture partner and its Affiliates, on the other hand, taking into account all related agreements and transactions entered into by the Borrower and its Subsidiaries, on the one hand, and the Targets may consummate relevant joint venture partner and its Affiliates, on the Closing Date Acquisition in accordance with the Closing Date Acquisition Documents and pay fees and expenses related theretoother hand; and (hj) any Affiliate who is a natural person may serve as an employee or director of the issuance of Equity Interests (that are not Disqualified Equity Interests) Borrower and its Subsidiaries and receive reasonable compensation for his services in such capacity, which compensation may be paid directly to any officer, director, manager, employee or consultant of Holdings, Holdings’ general partner, LLC Subsidiary or any of the Restricted Subsidiaries or any direct or indirect parent of Holdings or LLC Subsidiaryentity with which such Affiliate is affiliated.

Transactions with Affiliates. Enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, the rendering of any service or the payment of any advisory, consulting and/or management fee) kind with any Affiliate of Holdingsthe Borrower, on terms that are less favorable to Holdingswhether or not in the ordinary course of business, any Borrower or any of the Restricted Subsidiaries, as the case may be, other than those that would reasonably be expected to be obtained at the time from a Person who is not such an Affiliate in a comparable arms-length transaction; provided that the foregoing restriction shall not apply to: (a) transactions among Loan Parties or any transaction among Holdings, any Borrower and any wholly owned Restricted Subsidiary not otherwise prohibited hereby (including or any Person entity that becomes a wholly owned Restricted Subsidiary as a result of such transaction, (b) on terms 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 an Affiliate, (c) consummation of the Transaction including the payment of fees and expenses related to the Transaction, (d) the issuance of Equity Interests to the management of the Borrower or any of its Subsidiaries in connection with the Transaction, (e) the payment of management, consulting, monitoring, transaction and advisory fees to the Sponsors in an aggregate amount in any fiscal year not to exceed the amount permitted to be paid pursuant to the Sponsor Management Agreement as in effect on the date hereof and any Sponsor Termination Fees not to exceed the amount set forth in the Sponsor Management Agreement (and any amendment thereto so long as pursuant to such transaction); amendment the management, consulting, advisory and similar fees do not exceed 1.0% of Pro Forma EBITDA per annum (bwith accrual for, and carryover of, any unpaid amounts) or 1.0% of any transaction and termination fees in respect of the foregoing) and related indemnities, reimbursements and reasonable expenses, (f) equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests by the Borrower permitted under Section 7.06, (g) loans and other transactions by the Borrower and the Restricted Subsidiaries to the extent permitted under Article VII, (h) employment and severance arrangements between the Borrower and the Restricted Subsidiaries and their respective officers and employees in the ordinary course of business, (i) the payment of customary indemnities provided fees and reasonable out of pocket costs to, and reasonable indemnities provided on behalf of, directors, officers and customary fees and reimbursements paid to, members employees of the Board of Directors of Holdings, Holdings’ general partner, any Borrower and any the Restricted Subsidiary; (c) reasonable and customary employment, compensation and severance arrangements for officers and other employees Subsidiaries in the ordinary course of Holdings, any business to the extent attributable to the ownership or operation of the Borrower and the Restricted Subsidiaries, (j) transactions pursuant to permitted agreements in existence on the Closing Date and set forth on Schedule 7.08 or any Restricted Subsidiary amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect, (k) dividends, redemptions and repurchases permitted under Section 7.06, (l) transactions entered into in the ordinary course of business in connection with the Disposition or acquisition of Receivables Management Assets or related assets in connection with the Receivables Management Business, including, without limitation, all servicing, collection and transactions pursuant to stock option plans and employee benefit plans and arrangements; (d) equity issuances, repurchases, redemptions, retirements or other acquisitions or retirement of Equity Interests and other Restricted Payments to the extent permitted under Section 6.4 and loans and other transactions by and among Holdings, any Borrower and/or one or more Restricted Subsidiaries to the extent otherwise permitted under, and subject to the limitations otherwise contained in, Section 6; (e) (i) so long as no Event of Default has occurred and is continuing, the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees), in each case, pursuant to the Management Agreement (without giving effect to any changes thereto after the Closing Date that are materially adverse to the interests of the Agents or the Lenders as reasonably determined by the Administrative Agent (it being understood and agreed that any increase in management, monitoring, consulting, advisory and other fees (including transaction and termination fees) shall be deemed to be materially adverse to the interests of the Agents or the Lenders)); provided that, for the avoidance of doubt, upon the occurrence and during the continuance of an 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, financing arrangements with respect thereto, (m) may be payable in cash upon payments by the cure or waiver of such Event of Default, and (ii) indemnifications and reimbursement of expenses of the Sponsor and its Affiliates in connection with management, monitoring, consulting and advisory services provided by them to Holdings, any Borrower and any the Restricted Subsidiary, including pursuant to the Management Agreement, if any; (f) to the extent permitted by Sections 6.4(g)(i), payments by any Borrower, Holdings, and any Restricted Subsidiary Subsidiaries pursuant to tax sharing agreements among with Holdings (or any such Persons direct or indirect parent thereof), on customary terms to the extent attributable to the ownership or operation of such Persons; (g) Holdings, the Borrowers Borrower and the Targets may consummate Restricted Subsidiaries, (n) transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods or services, in each case in the Closing Date Acquisition ordinary course of business and otherwise in accordance compliance with the Closing Date Acquisition Documents and pay fees and expenses related thereto; and (h) the issuance of Equity Interests (that are not Disqualified Equity Interests) to any officer, director, manager, employee or consultant of Holdings, Holdings’ general partner, LLC Subsidiary or any terms of the New Notes Documentation which are fair to the Borrower and the Restricted Subsidiaries, in the reasonable determination of the board of directors of the Borrower or the senior management thereof, or are on terms at least as favorable as would reasonably have been obtained at such time from an unaffiliated party, and (o) customary payments by the Borrower and any Restricted Subsidiaries to the Sponsors made for any financial advisory, financing, underwriting or any direct placement services or indirect parent in respect of Holdings other investment banking activities (including in connection with acquisitions or LLC Subsidiarydivestitures), 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.

Transactions with Affiliates. Enter The Company shall not, nor shall it permit any of its Subsidiaries to, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, the rendering of any service or the payment of any advisory, consulting and/or management fee) kind with any Affiliate of Holdingsthe Company, on terms that are less favorable to Holdingswhether or not in the ordinary course of business, any Borrower or any of the Restricted Subsidiaries, as the case may be, than those that would reasonably be expected to be obtained at the time from a Person who is not such an Affiliate in a comparable arms-length transaction; provided that the foregoing restriction shall not apply toother than: (a) any transaction transactions among Holdings, any Borrower (i) the Loan Parties or (ii) Grupo Cinemex and any wholly owned Restricted Subsidiary not otherwise prohibited hereby (including any Person that becomes a wholly owned Restricted Subsidiary as a result of or in connection with such transaction)its Subsidiaries; (b) reasonable and customary indemnities provided to, on fair and reasonable and customary fees and reimbursements paid to, members of terms substantially as favorable to the Board of Directors of Holdings, Holdings’ general partner, any Borrower and any Restricted SubsidiaryCompany or such Subsidiary as would be obtainable by the Company or such Subsidiary at the time in a comparable arm’s-length transaction with a Person other than an Affiliate; (c) reasonable the payment of fees and customary employment, compensation and severance arrangements for officers and other employees expenses in connection with the consummation of Holdings, any Borrower and any Restricted Subsidiary entered into in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangementsTransactions; (d) equity issuances, repurchases, redemptions, retirements or other acquisitions or retirement of Equity Interests and other Restricted Payments to the extent permitted under Section 6.4 and loans and other transactions by and among Holdings, any Borrower and/or one or more Restricted Subsidiaries to the extent otherwise permitted under, and subject to the limitations otherwise contained in, Section 6; (e) (i) so long as no Event of Default has shall have occurred and is continuingbe continuing under Section 9.1(f) hereof, the payment any payments of management, monitoringconsulting monitoring and advisory fees to the Permitted Holders (plus any unpaid management and monitoring fees within such amount accrued in any prior year) and related indemnities and reasonable out-of-pocket expenses attributable to the ownership or operations of the Company and its Subsidiaries, consulting, advisory and other fees (including transaction and termination fees), in each case, case pursuant to the Sponsor Management Agreement (without giving as in effect to any changes thereto after on the Closing Date that are materially adverse to the interests Date; (e) equity issuances, repurchases, retirement or other acquisition of the Agents or the Lenders as reasonably determined Stock by the Administrative Agent Company permitted under Section 8.5 (it being understood and agreed that any increase in management, monitoring, consulting, advisory and other fees (including transaction and termination feesRestricted Payments) shall be deemed to be materially adverse to the interests of the Agents or the Lenders)); provided that, for the avoidance of doubt, upon the occurrence and during the continuance of an 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 (ii) indemnifications and reimbursement of expenses of the Sponsor and its Affiliates in connection with management, monitoring, consulting and advisory services provided by them to Holdings, any Borrower and any Restricted Subsidiary, including pursuant to the Management Agreement, if anyhereof; (f) loans and other transactions by the Company and its Subsidiaries to the extent permitted by Sections 6.4(g)(iunder this Article VIII (Negative Covenants); (g) employment and severance arrangements between Holdings, the Company and its Subsidiaries and their respective officers and employees in the ordinary course of business; (h) payments by any Borrower, Holdings, the Company and any Restricted Subsidiary its Subsidiaries pursuant to the tax sharing agreements among any such Persons Holdings, the Company and its Subsidiaries on customary terms to the extent attributable to the ownership or operation of such Personsthe Company and its Subsidiaries; (gi) the payment of customary fees and reasonable out-of-pocket cost to, and indemnities provided on behalf of, directors, officers, employees and consultants of Holdings, the Borrowers Company and the Targets may consummate Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Company and its Subsidiaries, as determined in good faith by the board of directors of the Company or senior management thereof; (j) transactions pursuant to permitted agreements in existence on the Closing Date Acquisition and set forth on Schedule 8.8 hereto or any amendment thereto to the extent such an amendment is not adverse to the Lenders in accordance with the Closing Date Acquisition Documents any material respect; (k) dividends, redemptions and pay fees and expenses related theretorepurchases permitted under Section 8.5 (Restricted Payments) hereof; and (hl) payments by the issuance Company and any Subsidiaries to the Permitted Holders made for any customary financial advisory, financing, underwriting or placement services or in respect of Equity Interests other investment banking activities, including in connection with acquisitions or divestitures, which payments are (that are not Disqualified Equity Interestsi) pursuant to any officer, director, manager, employee or consultant of Holdings, Holdings’ general partner, LLC Subsidiary or any the Sponsor Management Agreement as in effect on the Closing Date and (ii) approved by the majority of the Restricted Subsidiaries or any direct or indirect parent members of Holdings or LLC Subsidiary.the board of directors or

Transactions with Affiliates. Enter into or permit The Company will conduct, and cause each of the Restricted Subsidiaries to exist conduct, all transactions with any transaction of its Affiliates (including other than the purchase, sale, lease or exchange of any property, the rendering of any service Company or the payment of any advisory, consulting and/or management feeRestricted Subsidiaries) with any Affiliate of Holdings, on terms that are less substantially as favorable to Holdings, any Borrower the Company or any of the such Restricted Subsidiaries, Subsidiary as the case may be, than those that it would reasonably be expected to be obtained at the time from a Person who is not such an Affiliate obtain in a comparable armsarm’s-length transaction; transaction with a Person that is not an Affiliate, provided that the foregoing restriction restrictions shall not apply to: to (a) any transaction among Holdingsthe payment of customary fees to the Sponsor for management, any Borrower consulting and any wholly owned Restricted Subsidiary not otherwise prohibited hereby (including any Person that becomes a wholly owned Restricted Subsidiary as a result of or financial services rendered to the Company and the Subsidiaries and customary investment banking fees paid to the Sponsor for services rendered to the Company and the Subsidiaries in connection with such transaction); divestitures, acquisitions, financings and other transactions, (b) reasonable and customary indemnities provided totransactions permitted by Section 10.6, and reasonable and customary fees and reimbursements paid to, members of the Board of Directors of Holdings, Holdings’ general partner, any Borrower and any Restricted Subsidiary; (c) reasonable and customary employmentTransaction Expenses, compensation (d) the issuance of Stock or Stock Equivalents of the Company to the management of the Company (or any direct or indirect parent thereof) or any of its Subsidiaries in connection with the Transactions or pursuant to arrangements described in the following clause (e), (e) employment and severance arrangements for between the Company and the Restricted Subsidiaries and their respective officers and other employees of Holdings, any Borrower and any Restricted Subsidiary entered into in the ordinary course of business business, (f) payments by the Company (and transactions pursuant to stock option plans any direct or indirect parent thereof) and employee benefit plans and arrangements; (d) equity issuances, repurchases, redemptions, retirements or other acquisitions or retirement of Equity Interests and other Restricted Payments to the extent permitted under Section 6.4 and loans and other transactions by and among Holdings, any Borrower and/or one or more Restricted Subsidiaries to the extent otherwise permitted under, and subject to the limitations otherwise contained in, Section 6; (e) (i) so long as no Event of Default has occurred and is continuing, the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees), in each case, pursuant to the Management Agreement (without giving effect to any changes thereto after the Closing Date that are materially adverse to the interests of the Agents or the Lenders as reasonably determined by the Administrative Agent (it being understood and agreed that any increase in management, monitoring, consulting, advisory and other fees (including transaction and termination fees) shall be deemed to be materially adverse to the interests of the Agents or the Lenders)); provided that, for the avoidance of doubt, upon the occurrence and during the continuance of an 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 (ii) indemnifications and reimbursement of expenses of the Sponsor and its Affiliates in connection with management, monitoring, consulting and advisory services provided by them to Holdings, any Borrower and any Restricted Subsidiary, including pursuant to the Management Agreement, if any; (f) to the extent permitted by Sections 6.4(g)(i), payments by any Borrower, Holdings, and any Restricted Subsidiary pursuant to tax sharing agreements among the Company (and any such Persons parent) and the Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of such Persons; the Company and the Restricted Subsidiaries, (g) Holdingsthe payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers and employees of the Borrowers Company and the Targets may consummate Restricted Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Company and the Restricted Subsidiaries, (h) transactions pursuant to permitted agreements in existence on the Closing Date Acquisition in accordance with the Closing Date Acquisition Documents and pay fees and expenses related thereto; and (h) the issuance of Equity Interests (that are not Disqualified Equity Interests) to any officer, director, manager, employee or consultant of Holdings, Holdings’ general partner, LLC Subsidiary set forth on Schedule 9.9 or any of amendment thereto to the extent such an amendment is not adverse, taken as a whole, to the Lenders in any material respect, and (i) customary payments by the Company and the Restricted Subsidiaries 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 majority of the members of the board of directors or a majority of the disinterested members of the board of directors of the Company (or any direct or indirect parent of Holdings or LLC Subsidiarythereof), in good faith.

Transactions with Affiliates. Enter Neither Holdings shall, nor shall Holdings permit any of the Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, the rendering of any service or the payment of any advisory, consulting and/or management fee) kind with any Affiliate of Holdings, on terms that are less favorable to Holdingswhether or not in the ordinary course of business, any Borrower or any of the Restricted Subsidiaries, as the case may be, than those that would reasonably be expected to be obtained at the time from a Person who is not such an Affiliate in a comparable arms-length transaction; provided that the foregoing restriction shall not apply toother than: (a) transactions among Holdings and its Restricted Subsidiaries or any transaction among Holdings, any Borrower and any wholly owned Restricted Subsidiary not otherwise prohibited hereby (including any Person entity that becomes a wholly owned Restricted Subsidiary as a result of or in connection with such transaction)transaction that are not otherwise prohibited under this Agreement; (b) reasonable and customary indemnities provided to, and reasonable and customary fees and reimbursements paid to, members of on terms substantially as favorable to Holdings or such Restricted Subsidiary as would be obtainable by Holdings or such Restricted Subsidiary at the Board of Directors of Holdings, Holdings’ general partner, any Borrower and any Restricted Subsidiarytime in a comparable arm’s-length transaction with a Person other than an Affiliate; (c) reasonable the Transactions and customary employment, compensation the payment of fees and expenses (including Transaction Expenses) as part of or in connection with the Transactions; (d) any payments required to be made pursuant to the Acquisition Agreement; (e) Investments permitted under Section 7.02 and Restricted Payments permitted under Section 7.06; (f) loans and other transactions by Holdings and its Restricted Subsidiaries to the extent permitted under this Article VII; (g) employment and severance arrangements for between Holdings and its Restricted Subsidiaries and their respective officers and other employees of Holdings, any Borrower and any Restricted Subsidiary entered into in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangementsarrangements in the ordinary course of business; (dh) equity issuancesthe payment of customary fees and reasonable out-of-pocket costs to, repurchasesand indemnities provided on behalf of, redemptionsdirectors, retirements officers, employees and consultants of Holdings and its Restricted Subsidiaries in the ordinary course of business; (i) transactions pursuant to agreements in existence on the Closing Date and set forth on Schedule 7.08 (to the extent not otherwise permitted by this Agreement) or other acquisitions or retirement any amendment thereto to the extent such an amendment is not adverse to the Lenders in any materially respect; (j) the issuance of Equity Interests and other Restricted Payments to any officer, director, employee or consultant of the extent permitted under Section 6.4 and loans and other transactions by and among Holdings, Borrower or any Borrower and/or one or more of its Restricted Subsidiaries to in connection with the extent otherwise permitted under, and subject to the limitations otherwise contained in, Section 6Transactions; (ek) (i) so long as no Event of Default has occurred and is continuing, the payment of management, monitoring, consulting, transaction and advisory and other fees (including transaction and termination fees), in each case, pursuant to the Management Agreement (without giving effect to any changes thereto after the Closing Date that are materially adverse to the interests of the Agents or the Lenders as reasonably determined by the Administrative Agent (it being understood and agreed that any increase in management, monitoring, consulting, advisory and other fees (including transaction and termination fees) shall be deemed to be materially adverse to the interests of the Agents or the Lenders)); provided that, but for the avoidance of doubt, upon the occurrence and during the continuance of an 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 theretoexcluding termination fees) may be payable in cash upon the cure or waiver of such Event of Default, and (ii) indemnifications and reimbursement of expenses of the Sponsor and its Affiliates in connection with management, monitoring, consulting and advisory services provided by them to Holdings, any Borrower and any Restricted Subsidiary, including pursuant to the Investor Management Agreement, if anyAgreement and related indemnities and reasonable expenses; (f) to the extent permitted by Sections 6.4(g)(i), payments by any Borrower, Holdings, and any Restricted Subsidiary pursuant to tax sharing agreements among any such Persons on customary terms to the extent attributable to the ownership or operation of such Persons; (g) Holdings, the Borrowers and the Targets may consummate the Closing Date Acquisition in accordance with the Closing Date Acquisition Documents and pay fees and expenses related thereto; and (hl) the issuance or transfer of Equity Interests (that are not other than Disqualified Equity Interests) of Holdings to any officerInvestor or to any former, current or future director, manager, officer, employee or consultant (or any Affiliate of Holdings, Holdings’ general partner, LLC Subsidiary or any of the Restricted foregoing) of the Borrower, any of its Subsidiaries or any direct or indirect parent thereof; (m) transactions related to Permitted Securitizations; (n) customary payments by the Borrower and any of Holdings its Restricted Subsidiaries to the Investors made for any financial advisory, financing, underwriting or LLC Subsidiaryplacement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures) not otherwise provided for in the Investor Management Agreement, 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; (o) any transaction with Holdings, a Restricted Subsidiary or joint venture partners, in each case in compliance with the terms of this Agreement that are on terms at least as favorable as might reasonably have been obtained at such time in an arm’s length transaction from an unaffiliated party in the reasonable determination of the board of directors of the Borrower; and (p) 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 Restricted Subsidiaries, 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.