Common use of Transactions with Affiliates and Unrestricted Subsidiaries Clause in Contracts

Transactions with Affiliates and Unrestricted Subsidiaries. The Borrower will not, and will not permit any of its Subsidiaries to, enter into any transaction or series of transactions with any Affiliate of the Borrower or any of its Subsidiaries or any of its Unrestricted Subsidiaries other than on terms and conditions substantially as favorable to the Borrower or such Subsidiary as would be reasonably expected to 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 the following shall in any event -------- be permitted: (i) the Transaction; (ii) intercompany transactions among the Borrower and its Subsidiaries to the extent expressly permitted by Sections 9.02, 9.04, 9.05 and 9.06 shall be permitted; (iii) so long as no Default or Event of Default is then in existence or would result therefrom, the payment, on a quarterly basis, of management fees to Apollo Group in an aggregate amount not to exceed $125,000 in any fiscal quarter of the Borrower pursuant to, and in accordance with the terms of, the Apollo Management Agreement, provided that if -------- during any fiscal quarter of the Borrower, a Default or Event of Default is in existence and such management fees cannot be paid as provided above, such fees shall continue to accrue and may be paid at such time as all Defaults and Events of Default have been cured or waived and so long as no Default or Event of Default will exist immediately after giving effect to the payment thereof; (iv) customary fees to non-officer directors of the Borrower and its Subsidiaries;

Transactions with Affiliates and Unrestricted Subsidiaries. The Borrower Holdings will not, and will not permit any of its Subsidiaries to, enter into any transaction or series of transactions with any Affiliate of the Borrower Holdings or any of its Subsidiaries or any of its Unrestricted Subsidiaries other than on terms and conditions substantially as favorable to the Borrower Holdings or such Subsidiary as would be reasonably expected to be obtainable by the Borrower Holdings or such Subsidiary at the time in a comparable arm's-length transaction with a Person other than an Affiliate; provided, PROVIDED that the following shall in any event -------- be permittedpermitted under this Section 7.07: (ia) the Transaction; (iib) intercompany (i) transactions by and among the Borrower Holdings and its Subsidiaries or (ii) transactions to the extent expressly permitted by Sections 9.027.02(e), 9.04(f), 9.05 (g), (h) or (i), 7.04, 7.05 and 9.06 shall be permitted7.06; (iiic) so long as no Default or Event of Default is then in existence or would result therefrom, the payment, on a quarterly basis, of management fees to Apollo Group in an aggregate amount not to exceed $125,000 250,000 in any fiscal quarter of the US Borrower pursuant to, and in accordance with the terms of, the Apollo Management Agreement, ; provided that if -------- during (i) at any fiscal quarter of the Borrower, time a Default or an Event of Default is in existence and such management fees cannot be paid as provided PROVIDED above, such fees shall continue to accrue and may be paid at such time as when all Defaults and Events of Default have been cured or waived and so long as no Default or Event of Default will exist immediately after giving effect to the payment thereof, and (ii) to the extent that Apollo Group voluntarily defers any management fees otherwise payable to it in any fiscal quarter of the US Borrower pursuant to the provisions above at a time when no Default or Event of Default exists, such deferred management fees may thereafter be payable to Apollo Group at any time so long as no Default or Event of Default is then in existence; (ivd) customary fees to non-officer directors of the Borrower Holdings and its Subsidiaries;

Transactions with Affiliates and Unrestricted Subsidiaries. The Borrower will not, and will not permit any of its Subsidiaries to, enter into any transaction or series of transactions with any Affiliate of the Borrower or any of its Subsidiaries or any of its Unrestricted Subsidiaries other than on terms and conditions substantially as favorable to the Borrower or such Subsidiary as would be reasonably expected to 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 the following shall in any event -------- be permitted: (i) the TransactionTransaction and transactions consummated pursuant to the Transaction (as defined in the Existing Credit Agreement); (ii) intercompany transactions among the Borrower and its Subsidiaries to the extent expressly permitted by Sections 9.02, 9.04, 9.05 and 9.06 shall be permitted; (iii) so long as no Default or Event of Default is then in existence or would result therefrom, the payment, on a quarterly basis, of management fees to Apollo Group in an aggregate amount not to exceed $125,000 in any fiscal quarter of the Borrower pursuant to, and in accordance with the terms of, the Apollo Management Agreement, provided that if -------- during any fiscal quarter of the Borrower, a Default or Event of Default is in existence and such management fees cannot be paid as provided above, such fees shall continue to accrue and may be paid at such time as all Defaults and Events of Default have been cured or waived and so long as no Default or Event of Default will exist immediately after giving effect to the payment thereof; (iv) customary fees to non-officer directors of the Borrower and its Subsidiaries;

Transactions with Affiliates and Unrestricted Subsidiaries. The No ---------------------------------------------------------- Borrower will, nor will not, and will not any Borrower permit any of its Subsidiaries to, enter into any transaction or series of transactions with any Affiliate of the U.S. Borrower or any of its Subsidiaries or any of its Unrestricted Subsidiaries other than on terms and conditions substantially as favorable to the such Borrower or such Subsidiary as would be reasonably expected to be obtainable by the such Borrower or such Subsidiary at the time in a comparable arm's-length transaction with a Person other than an Affiliate; provided, that the following shall in any -------- event -------- be permitted: (i) the Transaction; (ii) intercompany transactions among the U.S. Borrower and its Subsidiaries to the extent expressly permitted by Sections 9.02, 9.04, 9.05 and 9.06 shall be permitted; (iii) so long as no Default or Event of Default is then in existence or would result therefrom, the payment, on a quarterly basis, of management fees to Apollo Group in an aggregate amount not to exceed $125,000 in any fiscal quarter of the U.S. Borrower pursuant to, and in accordance with the terms of, the Apollo Management Agreement, provided that if -------- during any fiscal quarter of the U.S. Borrower, a -------- Default or Event of Default is in existence and such management fees cannot be paid as provided above, such fees shall continue to accrue and may be paid at such time as all Defaults and Events of Default have been cured or waived and so long as no Default or Event of Default will exist immediately after giving effect to the payment thereof; (iv) customary fees to non-officer directors of the U.S. Borrower and its Subsidiaries;; (v) the U.S. Borrower and its Subsidiaries may enter into employment arrangements with respect to the procurement of services with their respective officers and employees in the ordinary course of business; (vi) the payment on the Restatement Effective Date of one time consulting and advisory fees to Apollo Group in an aggregate amount not to exceed $2,000,000; (vii) the reimbursement of Apollo Group for its reasonable out-of-pocket expenses incurred in connection with performing management services to the U.S. Borrower and its Subsidiaries or in connection with the Transaction; (viii) so long as no Default or Event of Default is then in existence or would result therefrom, the payment to Apollo Group of merger advisory fees for each Permitted Acquisition in an amount not to exceed 1% of the fair market value of the business or assets acquired pursuant to such Permitted Acquisition (determined in good faith by senior management of the U.S. Borrower); (ix) the payment of consulting, management or other fees to the U.S. Borrower or any U.S. Subsidiary Guarantor by any of their respective Subsidiaries in the ordinary course of business; (x) transactions among the U.S. Borrower or any of its Subsidiaries and Program Affiliates (including Permitted Program Affiliate Transactions) to the extent expressly permitted by Sections 9.02, 9.04 and 9.05; and (xi) the transactions set forth on Schedule XV hereto. In no event shall any management, consulting or similar fee be paid or payable by the U.S. Borrower or any of its Subsidiaries to any Person except as specifically provided in this Section 9.07.