Common use of Limitation on Transactions with Related Persons Clause in Contracts

Limitation on Transactions with Related Persons. The Issuer will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an "Affiliate Transaction") involving in one or a series of related transactions an aggregate consideration in excess of $5,000,000, unless (a) such Affiliate Transaction is on terms that are not materially less favorable, taken as a whole, to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person and the Issuer delivers an Officers' Certificate to the Trustee certifying that such Affiliate Transaction complies with this clause (a) and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $15,000,000, the Issuer delivers to the Trustee a resolution adopted by the majority of the Disinterested Directors approving such Affiliate Transaction and set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (a) above. The foregoing provisions will not apply to the following: (i) transactions between or among the Issuer and/or any of its Restricted Subsidiaries; (ii) Restricted Payments permitted by the provisions of this Indenture described above under Section 4.3 and Permitted Investments; (iii) the payment of annual management, consulting, monitoring and advisory fees and related expenses to Welsh Carson, Blackstone and their respective Affiliates in an amount xx xxx xxxxxdar year not to exceed the greater of (a) $1,000,000 or (b) 1% of Annual Consolidated EBITDA of the Issuer; (iv) the payment of reasonable and customary fees paid to, and indemnity provided on behalf of, officers, directors, employees or consultants of the Issuer or any Restricted Subsidiary, including, without limitation, payments pursuant to employment agreements, benefit plans and similar obligations; (v) payments by the Issuer or any of its Restricted Subsidiaries to Welsh Carson, Blackstone and their respective Affiliates made for any xxxxxxxxx xxvisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved by a majority of the Board of Directors of the Issuer in good faith; (vi) any transaction with respect to which the Issuer or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an investment banking, appraisal or accounting firm of national standing stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view; (vii) payments or loans to employees or consultants which are approved by a majority of the Board of Directors of the Issuer in good faith; (viii) any agreement as in effect on the Issue Date or any amendment thereto (so long as any such amendment is not materially disadvantageous to the Holders of the Securities, taken as a whole, as determined by the Board of Directors of the Issuer) or any transaction contemplated thereby; (ix) the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Issue Date and any similar agreements which it may enter into thereafter; (x) any payment pursuant to a tax sharing agreement between the Issuer and any other Person with which the Issuer is required or permitted to file a consolidated tax return or with which the Issuer is or could be part of a consolidated, combined or unitary group for tax purposes, which payments are not in excess of the tax liabilities attributable solely to the Issuer and its Restricted Subsidiaries (as a consolidated, combined or unitary group); (xi) transactions with a Person (other than an Unrestricted Subsidiary of the Issuer) that is an Affiliate of the Issuer or any Restricted Subsidiary solely because the Issuer or any Restricted Subsidiary owns an equity interest in, or controls, such Person; (xii) issuances and sales of equity interests (other than Disqualified Stock) to Affiliates of the Issuer (other than an Unrestricted Subsidiary of the Issuer); and (xiii) any payments made in connection with the Transactions.

Limitation on Transactions with Related Persons. The Issuer will not, and will not permit Neither the Company nor any of its Restricted the Subsidiaries to, make any payment to, or will (i) sell, lease, transfer or otherwise dispose of any of its properties or assets Property to, or (ii) purchase any property or assets from, (iii) make any Investment (other than Permitted Unrestricted Subsidiary Investments and other Investments in accordance with the provisions of Section 4.11) in, or (iv) enter into any contract or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, agreement with or for the benefit of, any Affiliate (each a Related Person of the foregoingCompany or any Subsidiary (other than the Company or any such Subsidiary in which no Related Person (other than the Company or another Wholly Owned Subsidiary) owns, directly or indirectly, an equity interest) (a "Affiliate Related Person Transaction"), other than Related Person Transactions which are on terms (which terms are in writing) involving in one no less favorable to the Company or a series of related transactions an aggregate consideration in excess of $5,000,000Subsidiary, unless (a) such Affiliate Transaction is on terms that are not materially less favorableas applicable, taken as a whole, to the Issuer or the relevant Restricted Subsidiary than those that would have been could be obtained in a comparable arm's length transaction by from an unaffiliated party; provided that, if the Issuer Company or such Restricted any Subsidiary with an unrelated enters into a Related Person and the Issuer delivers an Officers' Certificate to the Trustee certifying that such Affiliate Transaction complies with this clause (a) and (b) with respect to any Affiliate Transaction or series of related Affiliate Related Person Transactions involving or having an aggregate consideration in excess value of more than $15,000,0005 million, the Issuer delivers to the Trustee such Related Person Transaction will have been approved by a resolution adopted by the majority of the Disinterested Independent Directors approving such Affiliate Transaction and set forth of the Company. Notwithstanding anything to the contrary in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (a) above. The the foregoing, the foregoing provisions will restrictions shall not apply to the following: (i) Related Person Transactions that are approved by the Board of Directors of the Company and such Subsidiary, if applicable, as in the best interests of the Company or such Subsidiary, which transactions between together with all other Related Person Transactions in a related series involve or among the Issuer and/or any of its Restricted Subsidiarieshave an aggregate value not exceeding $1 million in each fiscal year; (ii) Restricted Payments permitted by the provisions of this Indenture described above under Section 4.3 and Permitted Investments; (iii) the payment of annual management, consulting, monitoring and advisory fees and related expenses compensation paid to Welsh Carson, Blackstone and their respective Affiliates in an amount xx xxx xxxxxdar year not to exceed the greater of (a) $1,000,000 or (b) 1% of Annual Consolidated EBITDA of the Issuer; (iv) the payment of reasonable and customary fees paid to, and indemnity provided on behalf of, agreements with officers, directors, employees or consultants of the Issuer Company or any Restricted Subsidiary, including, without limitation, payments pursuant to employment agreements, benefit plans and similar obligations; (v) payments by the Issuer or any of its Restricted Subsidiaries to Welsh Carson, Blackstone and their respective Affiliates made for any xxxxxxxxx xxvisory, financing, underwriting or placement services or Subsidiary in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments each case that are approved by a majority of the Board of Directors of the Issuer in good faith; (vi) any transaction with respect to which the Issuer or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an investment banking, appraisal or accounting firm of national standing stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view; (vii) payments or loans to employees or consultants which are approved by a majority of the Board of Directors of the Issuer in good faith; (viii) any agreement as in effect on the Issue Date or any amendment thereto (so long as any such amendment is not materially disadvantageous to the Holders of the Securities, taken as a wholereasonable, as determined by the Board of Directors of the Issuer) or any transaction contemplated thereby; (ix) the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Issue Date and any similar agreements which it may enter into thereafter; (x) any payment pursuant to a tax sharing agreement between the Issuer and any other Person with which the Issuer is required or permitted to file a consolidated tax return or with which the Issuer is or could be part of a consolidated, combined or unitary group for tax purposes, which payments are not senior management thereof in excess of the tax liabilities attributable solely to the Issuer and its Restricted Subsidiaries (as a consolidated, combined or unitary group); (xi) transactions with a Person (other than an Unrestricted Subsidiary of the Issuer) that is an Affiliate of the Issuer or any Restricted Subsidiary solely because the Issuer or any Restricted Subsidiary owns an equity interest in, or controls, such Person; (xii) issuances and sales of equity interests (other than Disqualified Stock) to Affiliates of the Issuer (other than an Unrestricted Subsidiary of the Issuer)good faith; and (xiiiiii) any payments made in connection with the TransactionsRestricted Payments that are not prohibited by Section 4.11.

Limitation on Transactions with Related Persons. The Issuer Company will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an "Affiliate Transaction") involving in one or a series of related transactions an aggregate consideration in excess of $5,000,000, unless (a) such Affiliate Transaction is on terms that are not materially less favorable, taken as a whole, favorable to the Issuer Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer Company or such Restricted Subsidiary with an unrelated Person and the Issuer Centennial delivers an Officers' Certificate to the Trustee certifying that such Affiliate Transaction complies with this clause (a) and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $15,000,00010,000,000, the Issuer Centennial delivers to the Trustee a resolution adopted by the majority of the Disinterested Directors approving such Affiliate Transaction and set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (a) above. The foregoing provisions will not apply to the following: (i) transactions between or among the Issuer Company and/or any of its Restricted Subsidiaries; (ii) Restricted Payments permitted by the provisions of this Indenture described above under Section 4.3 and Permitted Investments4.3; (iii) the payment of annual management, consulting, monitoring and advisory fees and related expenses to Welsh CarsonXxxxx Xxxxxx, Blackstone and their respective Affiliates in an amount xx xxx xxxxxdar in any calendar year not to exceed the greater of (a) $1,000,000 or (b) 1% of Annual Consolidated EBITDA of the IssuerEBITDA; (iv) the payment of reasonable and customary fees paid to, and indemnity provided on behalf of, officers, directors, employees or consultants of the Issuer Company or any Restricted Subsidiary, including, without limitation, payments pursuant to employment agreements, benefit plans and similar obligations; (v) payments by the Issuer Company or any of its Restricted Subsidiaries to Welsh CarsonXxxxx Xxxxxx, Blackstone and their respective Affiliates made for any xxxxxxxxx xxvisoryfinancial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved by a majority of the Board of Directors of the Issuer Company in good faith; (vi) any transaction with respect to which the Issuer Company or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an investment banking, appraisal or accounting firm of national standing stating that such transaction is fair to the Issuer Company or such Restricted Subsidiary from a financial point of view; (vii) payments or loans to employees or consultants which are approved by a majority of the Board of Directors of the Issuer Company in good faith; (viii) any agreement as in effect on the Issue Date or any amendment thereto (so long as any such amendment is not materially disadvantageous to the Holders of the Securities, taken as a whole, as determined by the Board of Directors of the IssuerSecurities in any material respect) or any transaction contemplated thereby; (ix) the existence of, or the performance by the Issuer Company or any of its Restricted Subsidiaries of its obligations under any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Issue Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Company or any of its Restricted Subsidiaries of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause; and (x) any payment pursuant to a tax sharing agreement between the Issuer Company and any other Person with which the Issuer Company is required or permitted to file a consolidated tax return or with which the Issuer Company is or could be part of a consolidated, combined or unitary group for tax purposes, which payments are not in excess of the tax liabilities attributable solely to the Issuer Company and its Restricted Subsidiaries (as a consolidated, combined or unitary group); (xi) transactions with a Person (other than an Unrestricted Subsidiary of the Issuer) that is an Affiliate of the Issuer or any Restricted Subsidiary solely because the Issuer or any Restricted Subsidiary owns an equity interest in, or controls, such Person; (xii) issuances and sales of equity interests (other than Disqualified Stock) to Affiliates of the Issuer (other than an Unrestricted Subsidiary of the Issuer); and (xiii) any payments made in connection with the Transactions.

Limitation on Transactions with Related Persons. The Issuer will not, and nor will not it permit any of its Restricted Subsidiaries to, make any payment to, directly or indirectly (i) sell, lease, transfer or otherwise dispose of any of its properties or assets property to, or (ii) purchase any property or assets from, (iii) make any Investment in, or (iv) enter into or make or amend any transaction, contract, agreement, understanding, loan, advance agreement or guarantee understanding with, or for the benefit of, any Affiliate of its Related Persons (each of the foregoing, an a "Affiliate Related Person Transaction") involving in one or a series of related transactions an aggregate consideration in excess of $5,000,000), unless (a) such Affiliate Transaction is on terms other than Related Person Transactions that are not materially no less favorable, taken as a whole, favorable to the Issuer or the relevant such Restricted Subsidiary than those that would have been could be obtained in a comparable arm's length transaction by the Issuer or such Restricted Subsidiary with from an unrelated Person and the Issuer delivers an Officers' Certificate to the Trustee certifying party; provided that such Affiliate Transaction complies with this clause (a) and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $15,000,000, the Issuer delivers to the Trustee (A) with respect to any Related Person Transaction (or series of Related Person Transactions which are similar or part of a common plan) involving aggregate payments in excess of $5.0 million, a resolution adopted by the majority of the Disinterested Board of Directors approving such Affiliate Transaction and set forth in an Officers' Certificate certifying that such Affiliate Related Person Transaction complies with clause (a) above. The foregoing provisions will not apply to the following: (i) transactions between or among the Issuer and/or any of its Restricted Subsidiaries; (ii) Restricted Payments permitted by the provisions of this Indenture described above under Section 4.3 preceding sentence and Permitted Investments; (iii) the payment of annual management, consulting, monitoring and advisory fees and related expenses to Welsh Carson, Blackstone and their respective Affiliates in an amount xx xxx xxxxxdar year not to exceed the greater of (a) $1,000,000 or (b) 1% of Annual Consolidated EBITDA of the Issuer; (iv) the payment of reasonable and customary fees paid to, and indemnity provided on behalf of, officers, directors, employees or consultants of the Issuer or any Restricted Subsidiary, including, without limitation, payments pursuant to employment agreements, benefit plans and similar obligations; (v) payments by the Issuer or any of its Restricted Subsidiaries to Welsh Carson, Blackstone and their respective Affiliates made for any xxxxxxxxx xxvisory, 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 such Related Person Transaction was approved by a majority of the disinterested members of the Board of Directors of the Issuer in good faith; and (viB) any transaction with respect to any Related Person Transaction (or series of Related Person Transactions which are similar or part of a common plan) involving aggregate payments in excess of $10.0 million, an affirmative opinion as to the fairness to the Issuer or any of its such Restricted SubsidiariesSubsidiary, as the case may be, delivers to the Trustee a letter from an investment banking, appraisal or accounting firm of national standing stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view; (vii) payments or loans to employees or consultants which are approved view issued by a majority nationally recognized accounting, appraisal, investment banking or consulting firm that is, in the judgment of the Board of Directors of the Issuer in good faith; Issuer, independent and qualified to render such opinion. The foregoing restrictions shall not apply to: (viiii) any agreement as in effect on the Issue Date or any amendment thereto (so long as any such amendment is not materially disadvantageous to the Holders of the Securities, taken as a whole, as determined by the Board of Directors transactions between Wholly Owned Restricted Subsidiaries of the Issuer) or any transaction contemplated thereby; (ix) the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Issue Date and any similar agreements which it may enter into thereafter; (x) any payment pursuant to a tax sharing agreement between the Issuer and any other Person with which the Issuer is required or permitted to file a consolidated tax return or with which the Issuer is or could be part of a consolidated, combined or unitary group for tax purposes, which payments are not in excess of the tax liabilities attributable solely to the Issuer and its Wholly Owned Restricted Subsidiaries (as a consolidated, combined or unitary group); (xi) transactions with a Person (other than an Unrestricted Subsidiary of the Issuer, if such transaction is not otherwise prohibited by the terms of this Indenture; (ii) that is an Affiliate Restricted Payments permitted under Section 4.10; (iii) customary directors' fees, indemnification and similar arrangements, employee salaries, bonuses or employment agreements, compensation or employee benefit arrangements and incentive arrangements with any officer, director or employee of the Issuer or any Restricted Subsidiary solely because entered into in the ordinary course of business (including customary benefits thereunder); (iv) transactions undertaken pursuant to the Management Agreement and the Tax Sharing Agreement; (v) the issue and sale by the Issuer or any Restricted Subsidiary owns an equity interest in, or controls, such Person; (xii) issuances and sales to its stockholders of equity interests (Equity Interests other than Disqualified Stock; (vi) the incurrence of intercompany Debt permitted pursuant to Affiliates Section 4.12; (vii) customary indemnification and similar arrangements with any officer, director or employee of Parent relating to the Issuer (other than an Unrestricted Subsidiary business, operations or ownership of the Issuer); (viii) the pledge of Equity Interests of Unrestricted Subsidiaries to support the Debt thereof; (ix) transactions that are permitted by Section 5.01; (x) transactions effected as a part of a Qualified Securitization Transaction; (xi) transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business (including, without limitation, pursuant to joint venture agreements) and otherwise in compliance with the terms of this Indenture which are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; and (xiiixii) any payments made transactions undertaken on the Issue Date pursuant to the Asset Drop Down (as defined in connection with the TransactionsFinal Offering Memorandum).

Limitation on Transactions with Related Persons. The Issuer will not, and nor will not it permit any of its Restricted Subsidiaries to, make any payment to, or to (a) sell, lease, transfer or otherwise dispose of any of its properties or assets property to, or (b) purchase any property or assets from, (c) make any Investment in, or (d) enter into or make or amend any transaction, contract, agreement, understanding, loan, advance agreement or guarantee with, understanding with or for the benefit of, a Related Person of the Issuer or any Affiliate Restricted Subsidiary (other than the Issuer or any such Restricted Subsidiary) in which no Related Person (other than the Issuer or a Wholly Owned Restricted Subsidiary of the Issuer) owns, directly or indirectly, an equity interest (each of the foregoing, an a "Affiliate Related Person Transaction") involving in one or a series of related transactions an aggregate consideration in excess of $5,000,000), unless (a) such Affiliate Transaction is other than Related Person Transactions that are on terms that are not materially no less favorable, taken as a whole, favorable to the Issuer or the relevant such Restricted Subsidiary than those that would have been could be obtained in a comparable arm's length transaction by the Issuer or such Restricted Subsidiary with from an unrelated Person and the Issuer delivers an Officers' Certificate to the Trustee certifying party; provided that such Affiliate Transaction complies with this clause (a) and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $15,000,000, the Issuer delivers to the Trustee (i) with respect to any Related Person Transaction involving aggregate payments in excess of $1.0 million, a resolution adopted by the majority of the Disinterested Board of Directors approving such Affiliate Transaction and of the Issuer set forth in an Officers' Certificate certifying that such Affiliate Related Person Transaction complies with clause (a) above. The foregoing provisions will not apply to the following: (i) transactions between or among the Issuer and/or any of its Restricted Subsidiaries; (ii) Restricted Payments permitted by the provisions of this Indenture described above under Section 4.3 preceding sentence and Permitted Investments; (iii) the payment of annual management, consulting, monitoring and advisory fees and related expenses to Welsh Carson, Blackstone and their respective Affiliates in an amount xx xxx xxxxxdar year not to exceed the greater of (a) $1,000,000 or (b) 1% of Annual Consolidated EBITDA of the Issuer; (iv) the payment of reasonable and customary fees paid to, and indemnity provided on behalf of, officers, directors, employees or consultants of the Issuer or any Restricted Subsidiary, including, without limitation, payments pursuant to employment agreements, benefit plans and similar obligations; (v) payments by the Issuer or any of its Restricted Subsidiaries to Welsh Carson, Blackstone and their respective Affiliates made for any xxxxxxxxx xxvisory, 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 such Related Person Transaction is approved by a majority of the disinterested members of the Board of Directors of the Issuer in good faith; and (viii) any transaction with respect to which any Related Person Transaction involving aggregate payments in excess of $5.0 million, an affirmative opinion as to the fairness to the Issuer or any of its such Restricted SubsidiariesSubsidiary, as the case may be, delivers to the Trustee a letter from an investment banking, appraisal or accounting firm of national standing stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view; (vii) payments or loans to employees or consultants which are approved view issued by a majority nationally recognized accounting, appraisal, investment banking or consulting firm that is, in the judgment of the Board of Directors of the Issuer in good faith; Issuer, qualified to render such opinion. The foregoing restrictions shall not apply to (viiia) any agreement as in effect on the Issue Date or any amendment thereto (so long as any such amendment is not materially disadvantageous to the Holders of the Securities, taken as a whole, as determined by the Board of Directors transactions between Wholly Owned Restricted Subsidiaries of the Issuer) or any transaction contemplated thereby; (ix) the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Issue Date and any similar agreements which it may enter into thereafter; (x) any payment pursuant to a tax sharing agreement between the Issuer and any other Person with which the Issuer is required or permitted to file a consolidated tax return or with which the Issuer is or could be part of a consolidated, combined or unitary group for tax purposes, which payments are not in excess of the tax liabilities attributable solely to the Issuer and its Wholly Owned Restricted Subsidiaries (as a consolidated, combined or unitary group); (xi) transactions with a Person (other than an Unrestricted Subsidiary of the Issuer, if such transaction is not otherwise prohibited by the terms of this Indenture, (b) that is an Affiliate any transactions between or among the Issuer and any Restricted Subsidiaries involving the provision of goods or services in the ordinary course of business, (c) any payments or purchases permitted by Section 4.10, (d) customary directors' fees, indemnification and similar arrangements, employee salaries, bonuses or employment agreements, compensation or employee benefit arrangements and incentive arrangements with any officer, director or employee of the Issuer or any Restricted Subsidiary solely because entered into in the ordinary course of business (including customary benefits thereunder) and payments under any indemnification arrangements permitted by applicable law, (e) transactions undertaken pursuant to the Management Agreement, the Tax Sharing Agreement and the Registration Agreement, (f) the issue and sale by the Issuer or any Restricted Subsidiary owns an equity interest in, or controls, such Person; (xii) issuances and sales to its stockholders of equity interests (Equity Interests other than Disqualified Stock, (g) the incurrence of intercompany Debt permitted pursuant to Affiliates Section 4.12, (h) the pledge of Equity Interests of Unrestricted Subsidiaries to support the Debt thereof, (i) customary indemnification and similar arrangements with any officer, director or employee of the Issuer (other than an Unrestricted Subsidiary Parent relating to the business, operations or ownership of the Issuer); , and (xiiij) any payments made in connection with the Transactionspayment of amounts pursuant to the Management Agreement.