Common use of Transactions with Affiliates Clause in Contracts

Transactions with Affiliates. The Borrower will conduct, and cause each of its Restricted Subsidiaries to conduct, all transactions with any of its Affiliates (other than the Borrower and its Restricted Subsidiaries) involving aggregate payments or consideration in excess of the greater of $50,000,000 and 5.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) for any individual transaction or series of related transactions on terms that are at least substantially as favorable to the Borrower or such Restricted Subsidiary as it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate, as determined by the board of directors of the Borrower or such Restricted Subsidiary in good faith; provided that the foregoing restrictions shall not apply to: (a) [reserved]; (b) [reserved]; (c) the Transactions and the payment of fees and expenses (including Transaction Expenses) as part of or in connection with the Transactions; (d) Transactions in connection with a Qualified Securitization Facility; (e) (i) so long as no Event of Default has occurred and is continuing, (A) the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees) pursuant to and not in excess of the amounts set forth in the Management Agreement and (B) indemnifications and reimbursement expenses, in each case, pursuant to the Management Agreement; provided that, upon the occurrence and during the continuance of an Event of Default such amounts described in clauses (A) and (B) may accrue, but not be payable in cash during such period, but all such accrued amounts may be payable in cash upon the cure or waiver of such Event of Default and (ii) the payment of indemnities and reasonable expenses of the Sponsor to the extent attributable to its ownership of Holdings and its Subsidiaries; (f) Restricted Payments permitted under Section 7.06; (g) loans and other Investments made by Holdings and its Restricted Subsidiaries to joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by the Borrower and its Restricted Subsidiaries in such joint venture) to the extent otherwise permitted under Section 7.02; (h) transactions by the Borrower and its Restricted Subsidiaries permitted under an express provision (including any exceptions thereto) of this Article VII; (i) employment and severance arrangements between the Borrower and its Restricted Subsidiaries and their respective officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements in the ordinary course of business; (j) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, directors, officers, employees and consultants of the Borrower and its Restricted Subsidiaries (or Holdings or any direct or indirect parent of the Borrower in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries); (k) transactions pursuant to agreements, instruments or arrangements in existence on the Closing Date and set forth on Schedule 6.17 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect; (l) customary payments by Holdings and any of its 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) in an aggregate amount not to exceed the amount set forth in the Management Agreement as of the date hereof, which payments are approved by the majority of the members of the board of directors of the Borrower or a majority of the disinterested members of the board of directors of the Borrower in good faith; (m) accelerations of earn-out payments owed to members of management or employees of Holdings or any of its Restricted Subsidiaries to the extent such member of management or employee uses the net proceeds of such payments to make an Investment in the form of common equity in a holding company and the cash proceeds of such Investment are contributed to the Borrower in the form of common equity; provided that such Investments do not count toward the Available Excluded Contribution Amount or the Cumulative Credit; (n) the issuance or transfer of Qualified Equity Interests of Borrower to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees, distributes or Affiliate of any of the foregoing) of the Borrower, any of its Subsidiaries or any direct or indirect parent of the Borrower; (o) 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 its 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 reasonably determined by the Borrower) as might reasonably have been obtained at such time from an unaffiliated party; (i) any issuance of securities or rights pursuant to stock options, stock ownership plans (including restricted stock plans), stock grants, directed share programs and other equity based incentive plans and (ii) the execution, delivery and performance of any stockholder or registration rights agreement approved by the board of directors of the Borrower; (q) the entry into and/or the performance of any obligations of Holdings, the Borrower or any of its Restricted Subsidiaries with respect to any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, in each case, which are entered into within the ordinary course of business or consistent with past practice; and (r) payments to or from, and transactions with, joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by Holdings and the Restricted Subsidiaries in such joint venture) in the ordinary course of business to the extent otherwise permitted under Section 7.02.

Transactions with Affiliates. The Borrower will conduct, and cause each Enter into any transaction or series of its Restricted Subsidiaries to conduct, all related transactions of any kind with any Affiliate of its Affiliates (other than the Borrower and its Restricted Subsidiaries) Borrower, involving aggregate payments or consideration in excess of $35,000,000, whether or not in the greater ordinary course of $50,000,000 and 5.0% business, other than: (a) transactions between or among Holdings, the Borrower or any of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered Restricted Subsidiaries or any entity that becomes a Restricted Subsidiary as a result of such transaction; (determined on a Pro Forma Basis in accordance with Section 1.09b) for any individual transaction or series of related transactions on terms that are at least substantially as not materially less favorable to the Borrower or such Restricted Subsidiary as it would obtain be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s-length transaction with a Person that is not other than an Affiliate, as determined by the board of directors of the Borrower or such Restricted Subsidiary in good faith; provided that the foregoing restrictions shall not apply to: (a) [reserved]; (b) [reserved]; (c) the Transactions and the payment of fees and expenses (including Transaction Expenses) as part of or in connection with the TransactionsTransaction; (d) Transactions in connection with a Qualified Securitization Facilitythe issuance of Equity Interests not prohibited under this Agreement; (e) (i) so long as no Event of Default has occurred and is continuing, (A) the payment of management, monitoring, consulting, advisory monitoring and other fees (including transaction and termination 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 date hereof and any Sponsor Termination Fees not in excess of to exceed the amounts amount set forth in the Sponsor Management Agreement as in effect on the date hereof and (B) indemnifications and reimbursement expenses, in each case, pursuant to the Management Agreement; provided that, upon the occurrence and during the continuance of an Event of Default such amounts described in clauses (A) and (B) may accrue, but not be payable in cash during such period, but all such accrued amounts may be payable in cash upon the cure or waiver of such Event of Default and (ii) the payment of related indemnities and reasonable expenses of the Sponsor to the extent attributable to its ownership of Holdings and its Subsidiariesexpenses; (f) Restricted Payments permitted under Section 7.06; (g) loans and other Investments made by Holdings and its Restricted Subsidiaries to joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by the Borrower and its Restricted Subsidiaries in such joint venture) to the extent otherwise permitted under Section 7.02; (h) transactions by the Borrower and its Restricted Subsidiaries permitted under an express provision (including any exceptions thereto) of this Article VII; (ig) employment and severance arrangements between the Borrower and its the Restricted Subsidiaries and their respective officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements in the ordinary course of businessarrangements; (jh) payments by the Borrower (and any direct or indirect parent thereof) and its Restricted Subsidiaries pursuant to the tax sharing agreements among the Borrower (and any such direct or indirect parent thereof) and the Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Borrower and the Restricted Subsidiaries; (i) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, directors, officers, employees and consultants of the Borrower and its the Restricted Subsidiaries (or Holdings or any direct or indirect parent of the Borrower in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its the Restricted Subsidiaries; (j) any agreement, instrument or arrangement as in effect as of the Closing Date and, to the extent involving aggregate consideration in excess of $5,000,000 individually or $25,000,000 in the aggregate, set forth on Schedule 7.08 and any amendment to any of the foregoing (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 as reasonably determined in good faith by the Borrower); (k) transactions pursuant to agreements, instruments or arrangements in existence on the Closing Date and set forth on Schedule 6.17 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respectRestricted Payments permitted under Section 7.06; (l) customary payments by Holdings the Borrower and any of its 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 (including in connection with acquisitions or divestitures) in an aggregate amount not to exceed the amount set forth in the Management Agreement as of the date hereof, which payments are approved by the majority of the members of the board of directors of the Borrower or a majority of the disinterested members of the board of directors of the Borrower in good faith); (m) accelerations of earn-out payments owed to members of management or employees of Holdings transactions in which the Borrower or any of its the Restricted Subsidiaries Subsidiaries, as the case may be, delivers to the extent Administrative Agent a letter from an Independent Financial Advisor stating that such member of management or employee uses the net proceeds of such payments to make an Investment in the form of common equity in a holding company and the cash proceeds of such Investment are contributed transaction is fair to the Borrower in or such Restricted Subsidiary from a financial point of view or meets the form requirements of common equity; provided that such Investments do not count toward the Available Excluded Contribution Amount or the Cumulative Creditclause (b) of this Section 7.08; (n) the issuance or transfer of Qualified Equity Interests (other than Disqualified Equity Interests) of Borrower Holdings to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees, distributes legatees or Affiliate distributees of any of the foregoing) of the Borrower, any of its Subsidiaries or any direct or indirect parent of the Borrowerthereof; (o) transactions with customers, clients, joint venture partners, suppliers or purchasers or sellers investments by the Sponsor Group in securities of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement that are fair to the Borrower and its Restricted Subsidiaries, in the reasonable determination or any of the board of directors 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 senior management investment constitutes less than 5.0% of the Borrower, proposed or are on terms at least as favorable outstanding issue amount of such class of securities; (as reasonably determined by the Borrowerp) as might reasonably have been obtained at such time from an unaffiliated partyany Disposition of Securitization Assets or related assets in connection with any Qualified Securitization Financing; (i) any issuance of securities or rights pursuant to stock optionspayments, stock ownership plans Indebtedness (including restricted stock plans), stock grants, directed share programs and other equity based incentive plans and (ii) the execution, delivery and performance cancellation of any stockholder or registration rights agreement approved by the board of directors thereof) of the Borrower; Borrower and the Restricted Subsidiaries and preferred stock (q) the entry into and/or the performance and cancellation of any obligations thereof) of Holdingsany Restricted Subsidiary to any future, current or former employee, director, officer, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) of Holdings (or any direct or indirect parent thereof), the Borrower or any of its Restricted Subsidiaries with respect pursuant to any financial advisorymanagement equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, financing(ii) any employment agreements, underwriting stock option plans and other compensatory arrangements (and any successor plans thereto) and (iii) any supplemental executive retirement benefit plans or placement services arrangements with any such employees, directors, officers, managers or in respect consultants (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of other investment banking activitiesany of the foregoing) that are, in each case, which are entered approved by the Borrower in good faith; (i) tax sharing agreements among one or more of the Borrower, the Subsidiaries of the Borrower, the Borrower’s direct or indirect parent and such parent’s other Subsidiaries and payments thereunder by the Borrower and its Subsidiaries on customary terms to the extent attributable to the ownership and operations of the Borrower and its Subsidiaries and (ii) transactions undertaken in good faith (as certified by a responsible financial or accounting officer of the Borrower in an officer’s certificate) for the purposes of improving the consolidated tax efficiency of the Borrower and its Subsidiaries and not for the purpose of circumventing any provision of this Agreement; provided that, prior to entering into within a tax sharing agreement described in clause (i) or a transaction described in clause (ii), the ordinary course Borrower has obtained the written consent of business or consistent with past practicethe Administrative Agent, such consent not to be unreasonably withheld; and (rs) payments to any transition services arrangement, supply arrangement or from, and transactions with, joint ventures (to similar arrangement entered into in connection with or in contemplation of the extent Disposition of assets or Equity Interests in any such joint venture is only an Affiliate as a result of Investments by Holdings and the Restricted Subsidiaries in such joint venture) in the ordinary course of business to the extent otherwise Subsidiary permitted under Section 7.027.05 or entered into with any Business Successor, in each case, that the Borrower determines in good faith is either fair to the Borrower or otherwise on customary terms for such type of arrangements in connection with similar transactions.

Transactions with Affiliates. The Borrower will conductNo Credit Party shall, and cause each no Credit Party shall suffer or permit any of its Restricted Subsidiaries to conductto, all transactions enter into any transaction with any of its Affiliates (other than the Borrower and its Restricted Subsidiaries) Affiliate involving aggregate payments or consideration in excess of the greater of (x) $50,000,000 1,750,000 and 5.0(y) 2.5% of Consolidated Combined EBITDA (determined on a Pro Forma Basis for the most recently completed Test Period ended four Fiscal Quarter period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09the date of the relevant transaction) for any individual transaction or series of related transactions on terms that are at least substantially as favorable to the Borrower or such Restricted Subsidiary as it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliatetransactions, as determined by the board of directors of the Borrower or such Restricted Subsidiary in good faith; provided that the foregoing restrictions shall not apply toexcept: (a) [reserved]transactions with Affiliates otherwise permitted by this Agreement (including without limitation the Transactions); (b) [reserved]transactions of the type described on Schedule 5.6; (c) (i) transactions between or among Credit Parties, (ii) transactions between or among Non-Credit Parties and (iii) transactions in the Transactions ordinary course of business or between or among Credit Parties and the payment of fees and expenses (including Transaction Expenses) as part of or in connection with the TransactionsNon-Credit Parties; (d) Transactions in connection with a Qualified Securitization Facility; (e) (i) so long as no Event of Default has occurred and is continuing, (A) the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees) pursuant to and not in excess of the amounts set forth in the Management Agreement and (B) indemnifications and reimbursement expenses, in each case, pursuant to the Management Agreement; provided that, upon the occurrence and during the continuance of an Event of Default such amounts described in clauses (A) and (B) may accrue, but not be payable in cash during such period, but all such accrued amounts may be payable in cash upon the cure or waiver of such Event of Default and (ii) the payment of indemnities and reasonable expenses of the Sponsor to the extent attributable to its ownership of Holdings and its Subsidiaries; (f) Restricted Payments permitted under Section 7.06; (g) loans and other Investments made by Holdings and its Restricted Subsidiaries to joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by the Borrower and its Restricted Subsidiaries in such joint venture) to the extent otherwise permitted under Section 7.02; (h) transactions by the Borrower and its Restricted Subsidiaries permitted under an express provision (including any exceptions thereto) of this Article VII; (i) employment and severance arrangements between the Borrower Credit Parties and its their Restricted Subsidiaries and their respective directors, managers, officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and similar arrangements in the ordinary course of business; (je) the payment of customary fees fees, compensation, and reasonable out-of-pocket costs to, and indemnities provided on behalf of, directors, managers, officers, employees and consultants of the Borrower Credit Parties and its Restricted their Subsidiaries (or Holdings or any direct or indirect parent of the Borrower in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower Credit Parties and its Restricted their Subsidiaries); (kf) transactions pursuant upon fair and reasonable terms no less favorable to agreements, instruments such Credit Party or arrangements such Restricted Subsidiary than would be obtained in existence on the Closing Date and set forth on Schedule 6.17 or any amendment thereto to the extent such a comparable arm’s length transaction with a Person not an amendment is not adverse to the Lenders in any material respect; (l) customary payments by Holdings and any of its 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) in an aggregate amount not to exceed the amount set forth in the Management Agreement as of the date hereof, which payments are approved by the majority of the members of the board of directors of the Borrower or a majority of the disinterested members of the board of directors of the Borrower in good faith; (m) accelerations of earn-out payments owed to members of management or employees of Holdings or any of its Restricted Subsidiaries to the extent such member of management or employee uses the net proceeds Affiliate of such payments to make an Investment in the form of common equity in a holding company and the cash proceeds of Credit Party or such Investment are contributed to the Borrower in the form of common equity; provided that such Investments do not count toward the Available Excluded Contribution Amount or the Cumulative Credit; (n) the issuance or transfer of Qualified Equity Interests of Borrower to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees, distributes or Affiliate of any of the foregoing) of the Borrower, any of its Subsidiaries or any direct or indirect parent of the Borrower; (o) 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 its 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 Subsidiary (as reasonably determined by the Borrower) as might reasonably have been obtained at such time from an unaffiliated partyBorrowers in good faith); (ig) any issuance licenses of securities or rights pursuant to stock options, stock ownership plans (including restricted stock plans), stock grants, directed share programs and other equity based incentive plans and (ii) the execution, delivery and performance of any stockholder or registration rights agreement approved by the board of directors of the Borrower; (q) the entry into and/or the performance of any obligations of Holdings, the Borrower or any of its Restricted Subsidiaries with respect to any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, in each case, which are entered into within the ordinary course of business or consistent with past practice; and (r) payments to or from, and transactions with, joint ventures (to the extent any such joint venture is only an Affiliate as Intellectual Property on a result of Investments by Holdings and the Restricted Subsidiaries in such joint venture) non-exclusive basis in the ordinary course of business to direct and indirect parent entities of any Parent in connection with their ownership of such Parent; (h) deferrals in the extent otherwise permitted ordinary course of business of payments due from Foreign Subsidiaries under Section 7.02Intellectual Property licenses, in connection with the funding of Acquisitions by such Foreign Subsidiaries; (i) any transaction with an Affiliate where the only consideration paid by any Credit Party is Qualified Stock of any Parent; (j) (x) payment of or reimbursement for indemnification claims and reimbursement for reasonable, documented out-of-pocket costs and expenses to, the Sponsor or its Affiliates pursuant to or in connection with services rendered pursuant to a Management Agreement and (y) so long as no Default or Event of Default has occurred and is continuing, payment of fees to Sponsor or its Affiliates pursuant to a Management Agreement; provided that, with respect to this clause (y), any fees the payment of which are blocked pursuant to this clause (y) may be paid after the Closing Date upon the cure or waiver of such Default or Event of Default; and (k) issuance of Stock and Stock Equivalents by any Parent.

Transactions with Affiliates. The Borrower will conduct, and cause each of its the Restricted Subsidiaries to conduct, all transactions with any of its Affiliates (other than the Borrower and or its Restricted Subsidiaries) involving aggregate payments or consideration in excess of the greater of $50,000,000 and 5.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) for any individual transaction or series of related transactions 15,000,000 on terms that are at least substantially as favorable to the Borrower or such Restricted Subsidiary as it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate, as determined by the board of directors of the Borrower or such Restricted Subsidiary in good faith; provided that the foregoing restrictions shall not apply to: to (a) [reserved]; (b) [reserved]; (c) the Transactions payment, on a quarterly basis, of management and consulting fees to the payment of fees and expenses (including Transaction Expenses) as part of or Sponsors in connection with the Transactions; (d) Transactions an aggregate amount not to exceed in connection with a Qualified Securitization Facility; (e) (i) so long as no Event of Default has occurred and is continuing, (A) the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees) pursuant to and not in excess any fiscal year of the amounts set forth in Borrower the Management Agreement greater of (x) $25,000,000 and (By) indemnifications and reimbursement expenses, in each case, pursuant to the Management Agreement; provided that, upon the occurrence and during the continuance 1.25% of an Event of Default such amounts described in clauses (A) and (B) may accrue, but not be payable in cash during such period, but all such accrued amounts may be payable in cash upon the cure or waiver of such Event of Default and (ii) the payment of indemnities and reasonable expenses of the Sponsor to the extent attributable to its ownership of Holdings and its Subsidiaries; (f) Restricted Payments permitted under Section 7.06; (g) loans and other Investments made by Holdings and its Restricted Subsidiaries to joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by the Borrower and its Restricted Subsidiaries in such joint venture) to the extent otherwise permitted under Section 7.02; (h) transactions by the Borrower and its Restricted Subsidiaries permitted under an express provision (including any exceptions thereto) of this Article VII; (i) employment and severance arrangements between the Borrower and its Restricted Subsidiaries and their respective officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements in the ordinary course of business; (j) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, directors, officers, employees and consultants Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for the immediately preceding fiscal year, (b) upon the consummation of a Qualified IPO, as consideration for the termination of existing management, consulting or financial or similar services agreements between the Borrower and the Sponsors, one-time payments to the Sponsors in an amount no greater than that calculated in accordance with the Monitoring Fee Agreement among the Sponsors and the Borrower (or Holdings or any direct or indirect parent of the Borrower Borrower), as such agreement is in effect on the ordinary course of business date hereof or as modified, amended or supplemented in any manner not materially adverse to the extent attributable Lenders, (c) the payment of customary investment banking fees paid to the ownership or operation of Sponsors for services rendered to the Borrower and its the Restricted Subsidiaries); Subsidiaries in connection with divestitures, acquisitions, financings and other transactions, (kd) transactions pursuant to agreements, instruments or arrangements conducted in existence accordance with the Master Intercompany Services Agreement as in effect on the Closing Date and set forth on Schedule 6.17 date hereof or as modified, amended or supplemented in any amendment thereto to the extent such an amendment is manner not materially adverse to the Lenders in any material respect; Lenders, (le) the Transactions and transactions to effect the same, including the payment of fees and expenses related thereto, (f) customary payments by Holdings fees paid to and any of its Restricted Subsidiaries customary indemnities provided 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) in an aggregate amount not to exceed the amount set forth in the Management Agreement as of the date hereof, which payments are approved by the majority of the members of the board of directors of the Borrower Borrower, its parent entities and the Subsidiaries, (g) transactions permitted by Section 10.1, 10.3, 10.5 or a majority of the disinterested members of the board of directors of the Borrower in good faith; 10.6, (mh) accelerations of earn-out payments owed to members of management or employees of Holdings or any of its Restricted Subsidiaries employment and other compensation arrangements with respect to the extent such member procurement of management or employee uses the net proceeds services of such payments to make an Investment officers, consultants and employees in the form ordinary course of common equity in a holding company and the cash proceeds of such Investment are contributed to the Borrower in the form of common equity; provided that such Investments do not count toward the Available Excluded Contribution Amount or the Cumulative Credit; business, (ni) the issuance or transfer of Qualified Equity Interests of Borrower in Holdings to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (of the Borrower or any spouses, former spouses, successors, executors, administrators, heirs, legatees, distributes parent or Affiliate of any of the foregoing) Subsidiary of the Borrower, (j) the entering into of any of its Subsidiaries tax sharing agreement or arrangement relating to payments, whether directly or by dividend, by the Borrower or a Restricted Subsidiary to any direct or indirect parent of the Borrower; (o) transactions with customersBorrower if such parent is required to file a consolidated, clients, joint venture partners, suppliers unitary or purchasers or sellers similar tax return reflecting income 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 or its Restricted Subsidiaries, in an amount equal to the reasonable determination portion of such taxes attributable to the board of directors or the senior management of the Borrower, or Borrower and/or its Restricted Subsidiaries that are on terms at least as favorable (as reasonably determined not payable directly by the Borrower) as might reasonably Borrower and/or its Restricted Subsidiaries, but not to exceed the amount that the Borrower or such Restricted Subsidiaries would have been obtained at required to pay in respect of such time taxes if the Borrower and such Restricted Subsidiaries had been required to pay such taxes directly as standalone taxpayers (or a standalone group separate from an unaffiliated party; such parent), (ik) agreements in effect on the Closing Date and listed on Schedule 9.9 and amendments thereto not materially disadvantageous to the Lenders, (l) any issuance transaction effected as part of securities or rights pursuant to stock options, stock ownership plans (including restricted stock plans), stock grants, directed share programs and other equity based incentive plans a Qualified Receivables Financing and (iim) the execution, delivery and performance of any stockholder or registration rights agreement approved by the board of directors of the Borrower; (q) the entry into and/or the performance of any obligations of Holdings, transactions between the Borrower or any of its Restricted Subsidiaries with respect to and any financial advisory, financing, underwriting Person a director or placement services directors of which is (are) also a director of Holdings or in respect any parent of other investment banking activities, in each case, which are entered into within the ordinary course of business or consistent with past practiceHoldings; and (rprovided that such director(s) payments to or from, and transactions with, joint ventures (to the extent any such joint venture is only an Affiliate abstain(s) from voting as a result director of Investments by Holdings and or such parent, as the Restricted Subsidiaries in case may be, on any matter involving such joint venture) in the ordinary course of business to the extent otherwise permitted under Section 7.02Person.

Transactions with Affiliates. The Borrower will conduct, and cause each Enter into any transaction of its Restricted Subsidiaries to conduct, all transactions any kind with any of its Affiliates Affiliate (other than Holdings) of the Borrower, whether or not in the ordinary course of business, other than: (a) transactions between or among the Borrower and its Restricted Subsidiaries) involving aggregate payments or consideration in excess any of the greater Restricted Subsidiaries or any entity that becomes a Restricted Subsidiary as a result of $50,000,000 and 5.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered such transaction; (determined on a Pro Forma Basis in accordance with Section 1.09b) for any individual transaction or series of related transactions on terms that are at least substantially as not materially less favorable to the Borrower or such Restricted Subsidiary as it would obtain be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s-length transaction with a Person that is not other than an Affiliate, as determined by the board of directors of the Borrower or such Restricted Subsidiary in good faith; provided that the foregoing restrictions shall not apply to: (a) [reserved]; (b) [reserved]; (c) the Transactions execution of the Transaction and the payment of fees and expenses (including Transaction Expenses) as part of or related to the Transaction, other than in connection with any Sponsor Management Agreement and the TransactionsLease Letter Agreement; (d) Transactions the issuance of Equity Interests of Holdings to any officer, director, employee or consultant of the Borrower or any of its Subsidiaries or any direct or indirect parent of Holdings in connection with a Qualified Securitization Facilitythe Transaction; (e) the entering into of any Sponsor Management Agreement or any other agreement (iand any amendment or modification of any such agreement) so long as no Event of Default has occurred to pay, and is continuing, (A) the payment of management, consulting, monitoring, advisory, termination and other fees, indemnities, expenses and reimbursements to the Sponsors pursuant to any Sponsor Management Agreement (plus any unpaid management, consulting, monitoring, advisory and other fees (including transaction fees, indemnities, expenses and termination feesreimbursements accrued in any prior year) and any Sponsor Termination Fees pursuant to and any Sponsor Management Agreement in an aggregate amount not in excess of the amounts set forth $5,000,000 in the Management Agreement and (B) indemnifications and reimbursement expenses, in each case, pursuant to the Management Agreementany fiscal year; provided that, upon the occurrence and that during the continuance of any period in which an Event of Default shall have occurred and be continuing or would immediately thereafter result from the making of such amounts described in clauses (A) payment, the annual fixed management fee and (B) any termination fees pursuant to any Sponsor Management Agreement may accrue, but not be payable in cash during such periodpaid, but all such accrued amounts may be payable in cash upon and following the waiver or cure or waiver of such Event of Default and (ii) the payment of indemnities and reasonable expenses of the Sponsor Default, such accrued management fee may be paid to the extent attributable to its ownership of Holdings Sponsors; provided, further, that any payment not made in any Fiscal Year may be carried forward and its Subsidiariespaid in any succeeding Fiscal Year; (f) the issuance of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by the Board of Directors of the Borrower or any direct or indirect parent of the Borrower or of a Restricted Payments permitted under Section 7.06Subsidiary, as appropriate, in good faith; (g) loans and other Investments made by Holdings and its Restricted Subsidiaries to joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by the Borrower and its Restricted Subsidiaries in such joint venture) to the extent otherwise permitted under Section 7.02; (h) transactions by the Borrower and its Restricted Subsidiaries permitted under an express provision (including any exceptions thereto) of this Article VII; (i) employment and severance arrangements between the Borrower and its Restricted Subsidiaries and their respective officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements in the ordinary course of business; (j) the payment of reasonable and customary fees and reasonable out-of-pocket costs reimbursement of expenses paid to, and indemnities provided on behalf of, directors, officers, employees and consultants of Holdings, the Borrower and its the Restricted Subsidiaries (or Holdings or any direct or indirect parent of the Borrower in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries)Holdings; (kh) transactions pursuant to agreementsany agreement, instruments instrument or arrangements arrangement as in existence on effect as of the Closing Effective Date and set forth on Schedule 6.17 9.8(h), or any amendment thereto to (so long as any such amendment, taken together with all other amendments thereto since the extent such an amendment Effective Date, is not more adverse to the Lenders in any material respectrespect as compared to the applicable agreement as in effect on the Effective Date) or any transaction contemplated thereby as determined in good faith by the Borrower; (li) customary Investments permitted under Section 9.2; (j) Restricted Payments permitted under Section 9.6; (k) payments by Holdings the Borrower and any of its the Restricted Subsidiaries to the Sponsor 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) in an aggregate amount not to exceed the amount set forth in the Management Agreement as of the date hereof), which payments are approved by the majority of the members of the board Board of directors of the Borrower or a majority of the disinterested members of the board of directors Directors of the Borrower in good faith; (ml) accelerations of earn-out payments owed to members of management or employees of Holdings transactions in which the Borrower or any of its the Restricted Subsidiaries Subsidiaries, as the case may be, delivers to the extent Administrative Agent a letter from an Independent Financial Advisor stating that such member of management or employee uses the net proceeds of such payments to make an Investment in the form of common equity in a holding company and the cash proceeds of such Investment are contributed transaction is fair to the Borrower in or such Restricted Subsidiary from a financial point of view or meets the form requirements of common equity; provided that such Investments do not count toward the Available Excluded Contribution Amount or the Cumulative Creditclause (b) of this Section 9.8; (nm) the issuance or transfer of Qualified Equity Interests of Borrower Holdings to any Permitted Holder or to any formermember of the Management Group; (n) payments to or from, current or future directorand transactions with, manager, officer, employee or consultant Joint Ventures (or other than Joint Ventures in which any spouses, former spouses, successors, executors, administrators, heirs, legatees, distributes or Affiliate of the Borrower (other than the Borrower and its Restricted Subsidiaries) has an ownership or control interest) in the ordinary course of business to the extent otherwise permitted under Section 9.2; (o) employment and severance arrangements between the Borrower and the Restricted Subsidiaries and their respective officers, employees or consultants in the ordinary course of business; (p) the existence of, or the performance by the Borrower or any of the foregoingRestricted Subsidiaries of its obligations under the terms of, the Acquisition Documents, any stockholders or similar agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the BorrowerEffective Date (other than any Sponsor Management Agreement) and any amendment thereto or similar transactions, arrangements or agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Borrower or any of the Restricted Subsidiaries of its obligations under, any future amendment to any such existing transaction, arrangement or agreement or under any similar transaction, arrangement or agreement entered into after the Effective Date shall only be permitted by this clause (p) to the extent that the terms of its Subsidiaries any such existing transaction, arrangement or agreement together with all amendments thereto, taken as a whole, or new agreement are not otherwise more disadvantageous to the Lenders in any direct material respect than the original transaction, arrangement or indirect parent agreement as in effect on the Effective Date in the reasonable determination of a Responsible Officer of the Borrower; (oq) transactions with customers, clients, joint venture partners, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement that Agreement, which are fair to the Borrower and its the Restricted Subsidiaries, Subsidiaries in the reasonable determination of the board Board of directors Directors or the senior management of the Borrower, or are on terms at least as favorable (as reasonably determined by the Borrower) as might reasonably have been obtained at such time from an unaffiliated party; (i) any issuance of securities or rights pursuant to stock options, stock ownership plans (including restricted stock plans), stock grants, directed share programs and other equity based incentive plans and (iir) the execution, delivery and performance entering into of any stockholder tax sharing agreement or registration rights agreement approved by arrangement and payments made with respect thereto, in each case between or among the board Borrower (and/or any direct or indirect parent thereof) and its Subsidiaries; provided that in each case the amount of directors such payments in any taxable year does not exceed the amount that the Borrower, its Restricted Subsidiaries and its Unrestricted Subsidiaries (to the extent of the amount received from Unrestricted Subsidiaries) would be required to pay in respect of foreign, federal, state and local taxes for such taxable year were the Borrower, its Restricted Subsidiaries and its Unrestricted Subsidiaries (to the extent described above) to pay such taxes separately from any such direct or indirect parent company of the Borrower; (qs) transactions between the Borrower or any Restricted Subsidiaries and any Person other than an Unrestricted Subsidiary which would constitute a transaction with an Affiliate solely because a director of such Person is also a director of the Borrower or any direct or indirect parent of the Borrower; provided, however, that such director abstains from voting as a director of the Borrower or such direct or indirect parent, as the case may be, on any matter involving such other Person; (t) any contribution to the capital of the Borrower; (u) the entry into and/or existence of, or the performance of any obligations of Holdings, by the Borrower or any of its Restricted Subsidiaries with respect to any financial advisoryof its obligations under the terms of, financing, underwriting or placement services or in respect of other investment banking activities, in each case, which are entered into within the ordinary course of business or consistent with past practiceLease Letter Agreement; and (rv) payments to or from, and transactions with, joint ventures (to the extent any such joint venture is only an Affiliate as a result pledges of Investments by Holdings and the Restricted Subsidiaries in such joint venture) in the ordinary course Equity Interests of business to the extent otherwise permitted under Section 7.02Unrestricted Subsidiaries.

Transactions with Affiliates. The Borrower will conductnot, and cause each of its will not permit any Restricted Subsidiaries to conductSubsidiary to, all sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with with, any of its Affiliates Affiliates, except: (other than i) (A) transactions with Holdings, the Borrower or any Restricted Subsidiary and its Restricted Subsidiaries(B) transactions involving aggregate payments or consideration in excess of less than the greater of $50,000,000 6,500,000 and 5.01.0% of Consolidated EBITDA for Total Assets as of the last day of the most recently completed ended Test Period for which financial statements have been delivered (as of such time determined on a Pro Forma Basis in accordance with Section 1.09Basis; (ii) for any individual transaction or series of related transactions on terms that are at least substantially as favorable to the Borrower or such Restricted Subsidiary as it would obtain be obtainable by such Person at the time in a comparable arm’s-length transaction with a Person that is not other than an Affiliate, as determined by the board of directors of the Borrower or such Restricted Subsidiary in good faith; provided that the foregoing restrictions shall not apply to: (a) [reserved]; (b) [reserved]; (ciii) the Transactions and the payment of fees and expenses (including Transaction Expenses) as part of or in connection with related to the Transactions; (div) Transactions in connection with a Qualified Securitization Facility; (e) (i) so long as no Event issuances of Default has occurred and is continuing, (A) the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees) pursuant to and not in excess of the amounts set forth in the Management Agreement and (B) indemnifications and reimbursement expenses, in each case, pursuant to the Management Agreement; provided that, upon the occurrence and during the continuance of an Event of Default such amounts described in clauses (A) and (B) may accrue, but not be payable in cash during such period, but all such accrued amounts may be payable in cash upon the cure or waiver of such Event of Default and (ii) the payment of indemnities and reasonable expenses of the Sponsor to the extent attributable to its ownership Equity Interests of Holdings and its Subsidiaries; (f) Restricted Payments permitted under Section 7.06; (g) loans and other Investments made by Holdings and its Restricted Subsidiaries to joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by or the Borrower and its Restricted Subsidiaries in such joint venture) to the extent otherwise permitted under Section 7.02by this Agreement; (h) transactions by the Borrower and its Restricted Subsidiaries permitted under an express provision (including any exceptions thereto) of this Article VII; (iv) employment and severance arrangements (including salary or guaranteed payments and bonuses) between the Borrower and its the Restricted Subsidiaries and their respective officers officers, managers, employees and employees other service providers in the ordinary course of business or otherwise in connection with the Transactions (including loans and transactions advances pursuant to stock option plans Sections 6.04(ii) and employee benefit plans and arrangements in the ordinary course of business6.04(xvi)); (jvi) payments by Holdings (and any direct or indirect parent thereof), the Borrower and the Restricted Subsidiaries pursuant to tax sharing agreements among Holdings (and any such parent thereof), the Borrower and the Restricted Subsidiaries to the extent attributable to the ownership or operation of the Borrower and the Restricted Subsidiaries, to the extent payments are permitted by Section 6.08; (vii) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, directors, officers, managers, employees and consultants other service providers of the Borrower and its Restricted Subsidiaries Holdings (or Holdings or any direct or indirect parent of company thereof), the Borrower and the Restricted Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of Holdings, the Borrower and its the Restricted Subsidiaries); (kviii) transactions pursuant to agreements, instruments any agreement or arrangements arrangement in existence on effect as of the Closing Effective Date and set forth on Schedule 6.17 5.19, or any amendment amendment, modification, supplement or replacement thereto to the extent (so long as any such an amendment amendment, modification, supplement or replacement is not adverse disadvantageous in any material respect to the Lenders when taken as a whole as compared to the applicable agreement or arrangement as in any material respecteffect on the Effective Date as determined by the Borrower in good faith); (lix) Restricted Payments permitted under Section 6.08; (x) customary payments by Holdings Holdings, the Borrower and any of its the Restricted Subsidiaries to the Sponsor made for any financial advisory, consulting, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions acquisitions, divestitures or divestituresfinancings) in an aggregate amount not to exceed the amount set forth in the Management Agreement as of the date hereofand any subsequent transaction or exit fee, which payments are approved by the majority of the members of the board Board of directors of the Borrower Directors or a majority of the disinterested members of the board Board of directors Directors of the Borrower such Person in good faith; (m) accelerations of earn-out payments owed to members of management or employees of Holdings or any of its Restricted Subsidiaries to the extent such member of management or employee uses the net proceeds of such payments to make an Investment in the form of common equity in a holding company and the cash proceeds of such Investment are contributed to the Borrower in the form of common equity; provided that such Investments do not count toward the Available Excluded Contribution Amount or the Cumulative Credit; (nxi) the issuance or transfer of Qualified Equity Interests (other than Disqualified Equity Interests) of Borrower Holdings (or any direct or indirect parent thereof) to any Permitted Holder or to any former, current or future director, manager, officer, employee employee, consultant or consultant other service provider (or any spouses, former spouses, successors, executors, administrators, heirs, legatees, distributes or Affiliate of any of the foregoing) of Holdings, the Borrower, any of its the Subsidiaries or any direct or indirect parent of the Borrowerthereof; (oxii) the payment of consulting, advisory and other fees (including transaction fees), indemnities and expenses (plus any unpaid consulting, advisory and other fees (including transaction fees), indemnities and expenses thereunder accrued in any prior year); (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) transactions with customersany Similar Business otherwise permitted under this Agreement, clientsloans, joint venture partnersadvances and other transactions between or among Holdings, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement that are fair to the Borrower and its Restricted Subsidiaries, in the reasonable determination of the board of directors or the senior management of the Borrower, any Restricted Subsidiary or are on terms at least as favorable any joint venture (as reasonably determined by the Borrower) as might reasonably have been obtained at such time from an unaffiliated party; (i) any issuance of securities or rights pursuant to stock options, stock ownership plans (including restricted stock plans), stock grants, directed share programs and other equity based incentive plans and (ii) the execution, delivery and performance of any stockholder or registration rights agreement approved by the board of directors regardless of the Borrower; (qform of legal entity) after the entry into and/or the performance of any obligations of Holdingsinitial formation of, and investment in, such joint venture in which the Borrower or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of its Restricted Subsidiaries the Borrower but for the Borrower’s or a Subsidiary’s ownership of Equity Interests in such joint venture or Subsidiary) to the extent permitted under Article VI; (xvi) the existence and performance of agreements and transactions with respect to any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, in each case, which are Unrestricted Subsidiary that were entered into within prior to the ordinary course designation of business 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 consistent with past practiceredesignation, as applicable; and (rxvii) payments transactions undertaken pursuant to or from, and transactions with, joint ventures (to the extent any such joint venture is only an Affiliate as membership in a result of Investments by Holdings and the Restricted Subsidiaries in such joint venture) in the ordinary course of business to the extent otherwise permitted under Section 7.02purchasing consortium.

Transactions with Affiliates. The Each Borrower will conductnot, and cause each of its Restricted Subsidiaries to conduct, all transactions with will not permit any of its Affiliates Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction with any Affiliate of any Borrower or any of its Subsidiaries except for: (a) transactions between such Borrower or its Subsidiaries, on the one hand, and any Affiliate of such Borrower or its Subsidiaries, on the other than hand, so long as such transactions (i) are fully disclosed to Agent prior to the consummation thereof, if they involve one or more payments by any Borrower and or its Restricted Subsidiaries) involving aggregate payments or consideration Subsidiaries in excess of the greater of $50,000,000 and 5.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) 250,000 for any individual single transaction or series of related transactions on terms that transactions, and (ii) are at least substantially no less favorable, taken as favorable a whole, to the such Borrower or such Restricted Subsidiary its Subsidiaries, as it applicable, than would obtain be obtained in a comparable arm’s-an arm’s length transaction with a Person that is not an non-Affiliate, as determined by the board of directors of the Borrower or such Restricted Subsidiary in good faith; provided that the foregoing restrictions shall not apply to: (a) [reserved];, (b) [reserved];so long as it has been approved by such Borrower’s or its applicable Subsidiary’s Board of Directors in accordance with applicable law, any indemnity provided for the benefit of directors (or comparable managers) of such Borrower or its applicable Subsidiary, (c) the Transactions and so long as it has been approved by such Borrower’s or its applicable Subsidiary’s Board of Directors in accordance with applicable law, the payment of fees reasonable compensation, severance, or employee benefit arrangements to employees, officers, and expenses (including Transaction Expenses) as part of or in connection with the Transactions; (d) Transactions in connection with a Qualified Securitization Facility; (e) (i) so long as no Event of Default has occurred and is continuing, (A) the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees) pursuant to and not in excess of the amounts set forth in the Management Agreement and (B) indemnifications and reimbursement expenses, in each case, pursuant to the Management Agreement; provided that, upon the occurrence and during the continuance of an Event of Default such amounts described in clauses (A) and (B) may accrue, but not be payable in cash during such period, but all such accrued amounts may be payable in cash upon the cure or waiver outside directors of such Event of Default and (ii) the payment of indemnities and reasonable expenses of the Sponsor to the extent attributable to its ownership of Holdings and its Subsidiaries; (f) Restricted Payments permitted under Section 7.06; (g) loans and other Investments made by Holdings and its Restricted Subsidiaries to joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by the Borrower and its Restricted Subsidiaries in such joint venture) to the extent otherwise permitted under Section 7.02; (h) transactions by the Borrower and its Restricted Subsidiaries permitted under an express provision (including any exceptions thereto) of this Article VII; (i) employment and severance arrangements between the Borrower and its Restricted Subsidiaries and their respective officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements in the ordinary course of business;consistent with industry practice, and (jd) the payment of customary fees and reasonable out-of-pocket costs totransactions permitted by Section 6.3 or Section 6.9, and indemnities provided on behalf of, directors, officers, employees and consultants of the Borrower and its Restricted Subsidiaries (or Holdings or any direct or indirect parent of the Borrower in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries);Permitted Intercompany Advance. (ke) transactions pursuant to agreements, instruments or arrangements in existence on any transaction fees associated with the Closing Date and set forth on Schedule 6.17 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect; (l) customary payments by Holdings and any of its Restricted Subsidiaries Merger 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) in an aggregate amount not to exceed the amount set forth in the Management Agreement as of the date hereof, which payments are approved by the majority of the members of the board of directors of the Borrower or a majority of the disinterested members of the board of directors of the Borrower in good faith; (m) accelerations of earn-out payments owed to members of management or employees of Holdings or any of its Restricted Subsidiaries to the extent such member of management or employee uses the net proceeds of such payments to make an Investment in the form of common equity in a holding company and the cash proceeds of such Investment are contributed to the Borrower in the form of common equity; provided that such Investments do not count toward the Available Excluded Contribution Amount or the Cumulative Credit; (n) the issuance or transfer of Qualified Equity Interests of Borrower to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees, distributes or Affiliate of any of the foregoing) of the Borrower, any of its Subsidiaries or any direct or indirect parent of the Borrower; (o) 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 its 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 reasonably determined by the Borrower) as might reasonably have been obtained at such time from an unaffiliated party;so long as: (i) any issuance the total amount of securities such fees shall not exceed $600,000, (1) immediately prior to and immediately after giving effect to the payment of such transaction fees, no Default or rights pursuant to stock options, stock ownership plans (including restricted stock plans), stock grants, directed share programs Event of Default shall have occurred and other equity based incentive plans be continuing and (ii2) the executionBorrowers have delivered to the Agent, delivery calculations in form and performance substance reasonably satisfactory to the Agent, demonstrating that immediately after giving effect to the payment of any stockholder or registration rights agreement approved by the board of directors of the Borrower; (q) the entry into and/or the performance of any obligations of Holdingssuch transaction fees, the Borrower or any of its Restricted Subsidiaries Borrowers will be in pro forma compliance with respect to any the financial advisorycovenants set forth in Section 7, financing, underwriting or placement services or in respect of other investment banking activities, in each case, which are entered into within the ordinary course of business or consistent with past practice; and (riii) payments (1) such payment is made on or after the date on which the financial statements for the quarter ending March 31, 2013 have been delivered to or fromthe Agent in accordance with Section 5.1, and transactions with(2)(x) if such payment is made prior to June 30, joint ventures 2013, after giving effect to such payment, the Administrative Borrower shall have Availability of at least $5,000,000 and (y) if such payment is made after June 30, 2013, after giving effect to such payment, the extent any such joint venture is only an Affiliate as a result Administrative Borrower shall have Availability of Investments by Holdings and the Restricted Subsidiaries in such joint venture) in the ordinary course of business to the extent otherwise permitted under Section 7.02at least $3,000,000.

Transactions with Affiliates. The Borrower will conductshall not, and cause each shall not permit any of its the Restricted Subsidiaries to conductto, all transactions enter into any transaction with any Affiliate of its Affiliates (other than the Borrower and its Restricted Subsidiaries) involving aggregate payments or consideration in excess of the greater of (x) $50,000,000 10,000,000 and 5.0(y) 6.25% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for the Test Period most recently completed Test Period for which financial statements have been delivered ended on or prior to the date such transaction occurs (determined measured as of such date) based upon the Internal Financial Statements most recently available on a Pro Forma Basis in accordance with Section 1.09or prior to such date except: (a) for any individual transaction or series of related such transactions on terms that are at least substantially made on terms, when taken as a whole, not materially less favorable to the Borrower or such Restricted Subsidiary as it would obtain be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s-length transaction with a Person that is not an Affiliate, (b) (i) if such transaction is among Holdings, the Borrower and one or more Subsidiary Guarantors or any Restricted Subsidiary or any entity that becomes a Restricted Subsidiary as determined by the board a result of directors such transaction or (ii) any merger, consolidation or amalgamation of the Borrower or such Restricted Subsidiary in good faith; any Parent Entity of the Borrower, provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the foregoing restrictions shall not apply to: (a) [reserved]; (b) [reserved];Capital Stock of the Borrower and such merger, consolidation or amalgamation is otherwise in compliance with the terms of this Agreement and effected for a bona fide business purpose, (c) the payment of Transaction Expenses (including the payment of all fees, expenses, bonuses and awards) and the consummation of the Transactions and the payment of fees and expenses Permitted Change of Control Costs (including Transaction Expensesthe payment of all fees, expenses, bonuses and awards) as part and the consummation of or in connection with the Transactions;any Permitted Change of Control, (d) Transactions the issuance of Capital Stock of any Parent Entity, any Equityholding Vehicle or the Borrower to the management of such Parent Entity, the Borrower or any of its Subsidiaries pursuant to arrangements described in connection with a Qualified Securitization Facility;clause (m) below, (e) (i) so long as no Event of Default has occurred and is continuing, (A) the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees) pursuant to and not in excess of the amounts set forth in the Management Agreement and (B) indemnifications and reimbursement expenses, in each case, pursuant to the Management Agreement; provided that, upon the occurrence and during the continuance of an Event of Default such amounts described in clauses (A) and (B) may accrue, but not be payable in cash during such period, but all such accrued amounts may be payable in cash upon the cure or waiver of such Event of Default and (ii) the payment of indemnities and other similar amounts and reasonable expenses incurred by the Permitted Holders and their respective Affiliates in connection with (i) the management or monitoring of, or the provision of other services rendered to, any Parent Entity of the Sponsor Borrower, any Equityholding Vehicle, the Borrower or any of its Subsidiaries, (ii) monitoring, consulting, management, transaction, advisory or similar fees payable to the Permitted Holders or any other direct or indirect holder of the Equity Interests of the Parent Entity of the Borrower in an aggregate amount in any fiscal year not to exceed the sum of (1) the greater of (A) $5,000,000 and (B) 3.125% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for the Test Period most recently ended on or prior to the date such transaction occurs (measured as of such date) based upon the Internal Financial Statements most recently available on or prior to such date plus (2) reasonable out-of-pocket costs and expenses in connection therewith and unpaid amounts accrued for prior periods plus (3) any deferred fees (to the extent attributable such fees were within such amount in clause (1) above originally) and (iii) the present value of all amounts payable pursuant to its ownership any agreement described in clause (ii) in connection with the termination of Holdings and its Subsidiaries;any agreements to pay such fees, (f) Restricted Payments equity issuances, repurchases, retirements, redemptions or other acquisitions or retirements of Capital Stock by any Parent Entity of the Borrower, any Equityholding Vehicle or the Borrower permitted under Section 7.06; (g) loans 10.6 and other Investments made by Holdings and its Restricted Subsidiaries to joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments actions by the Borrower and its Restricted Subsidiaries in such joint ventureto permit the same, (g) loans, guarantees and other transactions by any Parent Entity of the Borrower, any Equityholding Vehicle, the Borrower and the Restricted Subsidiaries to the extent otherwise permitted under Section 7.02;10 (other than by reliance on this Section 10.11), (h) transactions by the entry into, performance under, and making of any payments in respect of any employment, compensation and severance arrangements and health, disability and similar insurance or benefit plans or supplemental executive retirement benefit plans or arrangements between any Parent Entity of the Borrower, the Borrower and its Restricted Subsidiaries permitted under an express provision (including any exceptions thereto) of this Article VII; (i) employment and severance arrangements between the Borrower and its Restricted Subsidiaries and their respective officers future, current or former directors, officers, managers, employees, consultants or independent contractors (or their respective Controlled Investment Affiliates or Immediate Family Members) (including management and/or employee benefit plans or agreements, equity/option plans, management equity plans, subscription agreements or similar agreements pertaining to the repurchase of Capital Stock pursuant to put/call rights or similar rights with current or former employees, officers, managers, directors, consultants or independent contractors (or their respective Controlled Investment Affiliates or Immediate Family Members) and employees equity option or incentive plans and other compensation arrangements) in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements in or as otherwise approved by the ordinary course Board of business;Directors of any Parent Entity of the Borrower or the Borrower, (ji) the payment of customary fees fees, compensation and reasonable out-of-pocket costs and expenses to, and benefits, indemnities and reimbursements and employment and severance arrangements provided on behalf of, or for the benefit of, future, current or former, directors, managers, consultants, officers, employees and consultants independent contractors (or their respective Controlled Investment Affiliates or Immediate Family Members) of any Parent Entity of the Borrower, any Equityholding Vehicle, the Borrower and its the Restricted Subsidiaries (or Holdings or any direct or indirect parent of the Borrower in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its the Restricted Subsidiaries);, (kj) transactions pursuant to agreements, instruments or arrangements permitted agreements in existence on the Closing Date and set forth on Schedule 6.17 10.11 or any amendment thereto to the extent such an amendment is not adverse adverse, taken as a whole, to the interests of the Lenders in any material respect;respect as compared to the applicable agreement in effect on the Closing Date (as determined in the good-faith judgment of the Borrower), (k) Restricted Payments permitted under Section 10.6, and Investments permitted under Section 10.5, (l) customary payments (including reimbursement of out-of-pocket fees and expenses) by Holdings the Borrower and any of its Restricted Subsidiaries to the Sponsor Permitted Holders and any of their respective 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) in an aggregate amount Dispositions, whether or not to exceed the amount set forth in the Management Agreement as of the date hereofconsummated), which payments are approved by the majority of the members of the board Board of directors of the Borrower Directors or a majority of the disinterested members of the board Board of directors Directors of any Parent Entity of the Borrower or Holdings in good faith;, (m) accelerations any issuance or transfer of earn-out payments owed to members Capital Stock, or other payments, awards or grants in cash, securities, Capital Stock or otherwise pursuant to, or the funding of, employment arrangements, equity options and equity ownership plans approved by the Board of management Directors of any Parent Entity of the Borrower, any Equityholding Vehicle or employees of Holdings or any of its Restricted Subsidiaries to the extent such member of management or employee uses Borrower, as the net proceeds of such payments to make an Investment in the form of common equity in a holding company case may be and the cash proceeds granting and performing of such Investment are contributed to the Borrower in the form of common equity; provided that such Investments do not count toward the Available Excluded Contribution Amount or the Cumulative Credit;customary registration rights, (n) the issuance and sale or transfer of any Qualified Equity Interests of Borrower to Capital Stock and any Permitted Holder or to purchase by any former, current or future director, manager, officer, employee or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees, distributes or Affiliate of any Parent Entity of the foregoing) Borrower of the Qualified Capital Stock of the Borrower; provided that, to the extent required by Section 9.11, any of its Subsidiaries or any direct or indirect parent Capital Stock of the Borrower;Borrower so purchased shall be pledged to the Collateral Agent for the benefit of the Secured Parties pursuant to the Pledge Agreement, (o) transactions with wholly owned Subsidiaries for the purchase or sale of goods, products, parts and services entered into in the ordinary course of business in a manner consistent with prudent business practice followed by companies in the industry of the Borrower and its Subsidiaries, (p) transactions with customers, clients, joint venture partnerssuppliers, suppliers Joint Venture partners 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 or that are fair consistent with past practice, (q) any contribution by any Parent Entity or Equityholding Vehicle to the capital of the Borrower, (r) transactions with Joint Ventures for the purchase or sale of goods, equipment and services entered into in the ordinary course of business and in a manner consistent with prudent business practice followed by companies in the industry of the Borrower and its 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 reasonably determined by the Borrower) as might reasonably have been obtained at such time from an unaffiliated party;, (is) any issuance of securities transaction between or rights pursuant to stock optionsamong Holdings, stock ownership plans (including restricted stock plans), stock grants, directed share programs the Borrower or any Restricted Subsidiary and other equity based incentive plans and (ii) the execution, delivery and performance of any stockholder or registration rights agreement approved by the board of directors of the Borrower; (q) the entry into and/or the performance of any obligations Affiliate of Holdings, the Borrower or a Joint Venture or similar Person that would constitute an Affiliate transaction solely because Holdings, the Borrower or a Restricted Subsidiary owns Capital Stock in or otherwise controls such Affiliate, Joint Venture or similar Person or due to the fact that a director of such Joint Venture or similar Person is also a director of the Borrower or any Restricted Subsidiary (or any Parent Entity); (t) Affiliate repurchases of the Loans or Commitments or Second Lien Term Loans or commitments under any documentation governing any second lien obligations to the extent permitted under this Agreement and the holding of such Loans or Commitments or Second Lien Term Loans and the payments and other transactions contemplated under this Agreement in respect thereof; (u) customary transactions effected as part of any Qualified Receivables Facility that are otherwise permitted under this Agreement; (v) the entering into, and payments by, any Parent Entity of the Borrower, any Equityholding Vehicle, the Borrower and the Restricted Subsidiaries pursuant to tax sharing agreements among any such Parent Entity, any Equityholding Vehicle, the Borrower and the Restricted Subsidiaries on customary terms; provided that payments by Borrower and the Restricted Subsidiaries under any such tax sharing agreements shall not exceed the excess (if any) of the amount they would pay on a standalone basis over the amount they actually pay to Governmental Authorities; (w) transactions in which the Borrower or any Restricted Subsidiary, as the case may be, delivers to the Administrative Agent a letter from an independent financial advisor stating that such transaction is fair to the Borrower or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (a) of this Section 10.11; (x) payments, loans, advances or guarantees (or cancellation of loans, advances or guarantees) to future, current or former employees, directors or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Borrower, any of its the Restricted Subsidiaries or any Parent Entity or Equityholding Vehicle and employment agreements, equity option plans and other compensatory arrangements with respect to any financial advisorysuch employees, financing, underwriting directors or placement services consultants (or in respect of other investment banking activitiestheir respective Controlled Investment Affiliates or Immediate Family Members) which, in each case, which are approved by the Borrower in good faith; (i) Investments by any of the Permitted Holders in securities of any Parent Entity, the Borrower or any Restricted Subsidiary (and payment of out-of-pocket expenses incurred by such Permitted Holders in connection therewith) so long as the Investment is being offered generally to other investors on the same or more favorable terms and (ii) payments to Permitted Holders in respect of securities or loans of the Borrower or any of the Restricted Subsidiaries contemplated in the foregoing subclause (i) or that were acquired from Persons other than any Parent Entity, the Borrower or any Restricted Subsidiary, in each case, in accordance with the terms of such securities or loans; (z) pledges of Capital Stock of Unrestricted Subsidiaries; (aa) the existence and performance of agreements and transactions with any Unrestricted Subsidiary that were entered into within 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 not entered into in contemplation of such designation) and transactions entered into by an Unrestricted Subsidiary with an Affiliate prior to the redesignation of any such Unrestricted Subsidiary as a Restricted Subsidiary (and not entered into in contemplation of such designation); (bb) the existence of, and performance under, customary obligations under the terms of any equityholders agreement, principal investors agreement (including any registration rights or purchase agreement related thereto) to which any Parent Entity, Equityholding Vehicle, the Borrower or any Restricted Subsidiary is a party as of the Closing Date (as such agreement may be amended or otherwise modified from time to time) and any similar agreements relating to the Capital Stock of any of the foregoing which the relevant parties may enter into after the Closing Date (except to the extent the performance of such obligations is otherwise prohibited under the terms of this Agreement); (cc) any lease entered into between the Borrower or any Restricted Subsidiary, as lessee, and any Affiliate of the Borrower, as lessor, which is approved by the Borrower in good faith; (dd) intellectual property licenses entered into in the ordinary course of business; (ee) payments to and from, and transactions with, any Joint Ventures or Unrestricted Subsidiaries entered into in the ordinary course of business or consistent with past practicepractice (including, without limitation, any cash management activities related thereto); (ff) transactions undertaken in good faith (as certified by a responsible financial or accounting officer of the Borrower in an Officer’s Certificate) for the purpose of improving the consolidated tax efficiency of the Borrower and its Subsidiaries and not for the purpose of circumventing any covenant set forth in this Agreement; (gg) equity repurchases, retirements, redemptions or other acquisitions or retirements of Capital Stock by any Parent Entity of the Borrower, any Equityholding Vehicle or the Borrower permitted under Section 10.6 and any actions by the Borrower and its Restricted Subsidiaries to permit the same; and (rhh) payments to or fromthe payment of Permitted Change of Control Costs (including the payment of all fees, expenses, bonuses and transactions with, joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by Holdings awards) and the Restricted Subsidiaries in such joint venture) in the ordinary course consummation of business to the extent otherwise permitted under Section 7.02any Permitted Change of Control.

Transactions with Affiliates. The Each Borrower will conductnot, and cause each of its Restricted Subsidiaries to conduct, all transactions with will not permit any of its Affiliates Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction with any Affiliate of any Borrower or any of its Subsidiaries except for: (a) transactions (other than the payment of management, consulting, monitoring, advisory or similar fees) between such Borrower or its Subsidiaries, on the one hand, and any Affiliate of such Borrower or its Restricted Subsidiaries, on the other hand, so long as such transactions (i) involving aggregate are fully disclosed to Agent prior to the consummation thereof, if they involve one or more payments by any Borrower or consideration its Subsidiaries in excess of the greater of $50,000,000 and 5.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) 250,000 for any individual single transaction or series of related transactions on terms that transactions, and (ii) are at least substantially no less favorable, taken as favorable a whole, to the such Borrower or such Restricted Subsidiary its Subsidiaries, as it applicable, than would obtain be obtained in a comparable arm’s-an arm’s length transaction with a Person that is not an non-Affiliate, as determined by the board of directors of the Borrower or such Restricted Subsidiary in good faith; provided that the foregoing restrictions shall not apply to: (a) [reserved];, (b) [reserved];so long as it has been approved by such Borrower’s or its applicable Subsidiary’s Board of Directors in accordance with applicable law, any indemnity provided for the benefit of directors (or comparable managers) of such Borrower or its applicable Subsidiary, (c) the Transactions and so long as it has been approved by such Borrower’s or its applicable Subsidiary’s Board of Directors in accordance with applicable law, the payment of fees reasonable compensation, severance, or employee benefit arrangements to employees, officers, and expenses (including Transaction Expenses) as part of or in connection with the Transactions; (d) Transactions in connection with a Qualified Securitization Facility; (e) (i) so long as no Event of Default has occurred and is continuing, (A) the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees) pursuant to and not in excess of the amounts set forth in the Management Agreement and (B) indemnifications and reimbursement expenses, in each case, pursuant to the Management Agreement; provided that, upon the occurrence and during the continuance of an Event of Default such amounts described in clauses (A) and (B) may accrue, but not be payable in cash during such period, but all such accrued amounts may be payable in cash upon the cure or waiver outside directors of such Event of Default and (ii) the payment of indemnities and reasonable expenses of the Sponsor to the extent attributable to its ownership of Holdings and its Subsidiaries; (f) Restricted Payments permitted under Section 7.06; (g) loans and other Investments made by Holdings and its Restricted Subsidiaries to joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by the Borrower and its Restricted Subsidiaries in such joint venture) to the extent otherwise permitted under Section 7.02; (h) transactions by the Borrower and its Restricted Subsidiaries permitted under an express provision (including any exceptions thereto) of this Article VII; (i) employment and severance arrangements between the Borrower and its Restricted Subsidiaries and their respective officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements in the ordinary course of business;consistent with industry practice, (jd) transactions permitted by Section 6.3 or Section 6.9, or any Permitted Intercompany Advance, (e) any management transaction fees associated with the Merger to the Sponsor so long as: (i) the total amount of such fees shall not exceed $600,000, (1) immediately prior to and immediately after giving effect to the payment of customary fees such transaction fees, no Default or Event of Default shall have occurred and reasonable out-of-pocket costs tobe continuing and (2) the Borrowers have delivered to the Agent, calculations in form and substance reasonably satisfactory to the Agent, demonstrating that immediately after giving effect to the payment of such transaction fees, the Borrowers will be in pro forma compliance with the financial covenants set forth in Section 7, and (iii) (1) such payment is made on or after the date on which the financial statements for the quarter ending March 31, 2013 have been delivered to the Agent in accordance with Section 5.1, and indemnities provided on behalf of(2)(x) if such payment is made prior to June 30, directors2013, officersafter giving effect to such payment, employees the Administrative Borrower shall have Availability of at least $5,000,000 and consultants (y) if such payment is made after June 30, 2013, after giving effect to such payment, the Administrative Borrower shall have Availability of the Borrower and its Restricted Subsidiaries (or Holdings or any direct or indirect parent of the Borrower in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries);at least $3,000,000, and (kf) transactions pursuant any management services fees paid to agreements, instruments or arrangements in existence on the Closing Date and set forth on Schedule 6.17 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect; (l) customary payments by Holdings and any of its 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 issuances of Equity Interests or divestitures) Permitted Acquisitions in an aggregate amount not to exceed 2% of the amount transaction value so long as: (1) immediately prior to and immediately after giving effect to the payment of such fees, no Default or Event of Default shall have occurred and be continuing and (2) the Borrowers have delivered to the Agent, calculations in form and substance reasonably satisfactory to the Agent, demonstrating that immediately after giving effect to the payment of such transaction fees, the Borrowers will be in pro forma compliance with the financial covenants set forth in the Management Agreement as of the date hereofSection 7, which payments are approved by the majority of the members of the board of directors of the Borrower or a majority of the disinterested members of the board of directors of the Borrower in good faith;and (m) accelerations of earn-out payments owed to members of management or employees of Holdings or any of its Restricted Subsidiaries to the extent such member of management or employee uses the net proceeds of such payments to make an Investment in the form of common equity in a holding company and the cash proceeds of such Investment are contributed to the Borrower in the form of common equity; provided that such Investments do not count toward the Available Excluded Contribution Amount or the Cumulative Credit; (n) the issuance or transfer of Qualified Equity Interests of Borrower to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees, distributes or Affiliate of any of the foregoing) of the Borrower, any of its Subsidiaries or any direct or indirect parent of the Borrower; (o) 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 its 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 reasonably determined by the Borrower) as might reasonably have been obtained at such time from an unaffiliated party; (i) any issuance of securities or rights pursuant to stock options, stock ownership plans (including restricted stock plans), stock grants, directed share programs and other equity based incentive plans and (ii) (1) such payment is made on or after the executiondate on which the financial statements for the quarter ending March 31, delivery 2013 have been delivered to the Agent in accordance with Section 5.1, and performance of any stockholder or registration rights agreement approved by the board of directors of the Borrower; (q2)(x) the entry into and/or the performance of any obligations of Holdingsif such payment is made prior to June 30, 2013, after giving effect to such payment, the Administrative Borrower or any shall have Availability of its Restricted Subsidiaries with respect at least $5,000,000 and (y) if such payment is made after June 30, 2013, after giving effect to any financial advisorysuch payment, financing, underwriting or placement services or in respect the Administrative Borrower shall have Availability of other investment banking activities, in each case, which are entered into within the ordinary course of business or consistent with past practice; and (r) payments to or from, and transactions with, joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by Holdings and the Restricted Subsidiaries in such joint venture) in the ordinary course of business to the extent otherwise permitted under Section 7.02at least $3,000,000.

Transactions with Affiliates. The Borrower will conduct, and cause each Enter into any transaction of its Restricted Subsidiaries to conduct, all transactions any kind with any Affiliate of its Affiliates (other than the Borrower and its Restricted Subsidiaries) involving aggregate payments or consideration with a value in excess of $2,000,000, whether or not in the greater ordinary course of $50,000,000 business, other than (a) transactions among Loan Parties and 5.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered their Restricted Subsidiaries, (determined b) on a Pro Forma Basis in accordance with Section 1.09) for any individual transaction or series of related transactions on fair and reasonable terms that are at least substantially as favorable to the Borrower or such Restricted Subsidiary as it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate, as determined be obtainable by the board of directors of the Borrower or such Restricted Subsidiary at the time in good faith; provided that the foregoing restrictions shall not apply to: (a) [reserved]; (b) [reserved]; a comparable arm’s length transaction with a Person other than an Affiliate, (c) the Transactions and the payment of fees and expenses (including Transaction Expenses) as part of or in connection with the consummation of the Transactions; , (d) Transactions in connection with a Qualified Securitization Facility; (e) (i) so long as no Event of Default has under Section 8.01(a), (f) or (g) shall have occurred and is be continuing, the direct or indirect payment of fees (including termination payments) and/or other payments to the Sponsor or its Affiliates pursuant to the Sponsor Management Agreement (which fees and/or payments shall not exceed (A) in respect of annual fees and/or payments, up to 1% of the payment aggregate amount of management, monitoring, consulting, advisory and other fees the cash equity contributions (including transaction the Equity Contribution) directly or indirectly made to Holdings and termination fees) pursuant further contributed to and not in excess of the amounts set forth Borrower (other than any cash equity contributions constituting a Cure Amount, included in the Management Agreement and Cumulative Credit, used to incur Contribution Indebtedness or used to make Investments, Restricted Payments or Junior Financing Prepayments), (B) indemnifications in respect of the fees and/or payments payable in connection with the Acquisition, the amount disclosed to the Administrative Agent on or prior to the Closing Date, and reimbursement expenses(C) in respect of fees payable in connection with transactions permitted by this Agreement, in each caseamounts that are usual, pursuant to the Management Agreementcustomary and market for such transactions); provided that, upon the occurrence and that such fees and/or payments under this clause (d)(i) shall continue to accrue during the continuance of an any Event of Default such amounts described in clauses under Section 8.01(a), (Af) or (g) and (B) may accrue, but not be payable in cash during such period, but all such accrued amounts may be payable in cash upon the cure or waiver of paid once such Event of Default is no longer continuing, and (ii) the payment of related indemnities and reasonable expenses of the Sponsor expenses, (e) customary fees and indemnities may be paid to the extent attributable to its ownership any directors of Holdings and its Subsidiaries; (f) Restricted Payments permitted under Section 7.06; (g) loans and other Investments made by Holdings and its Restricted Subsidiaries to joint ventures (to the extent or any such joint venture is only an Affiliate as a result of Investments by the Borrower and its Restricted Subsidiaries in such joint venture) to the extent otherwise permitted under Section 7.02; (h) transactions by the Borrower and its Restricted Subsidiaries permitted under an express provision (including any exceptions thereto) of this Article VII; (i) employment and severance arrangements between direct or indirect parent thereof), the Borrower and its Restricted Subsidiaries and their respective officers reasonable out of pocket costs of such Persons may be reimbursed, in each case, to the extent directly attributable to the operations of the Borrower and employees its Restricted Subsidiaries, (f) employment, severance or collective bargaining, consultant or employee benefit arrangements with current or former officers, employees, directors, managers and consultants in the ordinary course of business and transactions pursuant to stock option option, stock appreciation rights, stock incentive or other equity compensation plans and employee benefit plans and arrangements in the ordinary course of business; , (jg) the payment of customary fees and reasonable out-of-pocket costs topayments pursuant to tax sharing agreements among Holdings, and indemnities provided on behalf of, directors, officers, employees and consultants of the Borrower and its Restricted Subsidiaries (or Holdings or any direct or indirect parent of the Borrower in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries); , (kh) transactions pursuant to agreementsRestricted Payments permitted under Section 7.06, instruments or arrangements (i) Investments in existence on the Closing Date Borrower’s Subsidiaries and set forth on Schedule 6.17 or any amendment thereto Joint Ventures to the extent such an amendment is not adverse otherwise permitted under Section 7.02, (j) any payments required to be made pursuant to the Lenders in any material respect; Acquisition Agreement, (l) customary payments by Holdings and any of its 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) in an aggregate amount not to exceed the amount set forth in the Management Agreement as of the date hereof, which payments are approved by the majority of the members of the board of directors of the Borrower or a majority of the disinterested members of the board of directors of the Borrower in good faith; (m) accelerations of earn-out payments owed to members of management or employees of Holdings or any of its Restricted Subsidiaries to the extent such member of management or employee uses the net proceeds of such payments to make an Investment in the form of common equity in a holding company and the cash proceeds of such Investment are contributed to the Borrower in the form of common equity; provided that such Investments do not count toward the Available Excluded Contribution Amount or the Cumulative Credit; (n) the issuance or transfer of Qualified Equity Interests of Borrower to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees, distributes or Affiliate of any of the foregoing) of the Borrower, any of its Subsidiaries or any direct or indirect parent of the Borrower; (ok) transactions with customers, clients, joint venture partnerssuppliers, suppliers or purchasers or sellers of goods or servicesservices or providers of employees or other labor, 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 or the Restricted Subsidiaries, in the reasonable determination of the board members of directors the Board of Directors of the Borrower or the senior management of the Borrowerthereof, or are on terms at least as favorable (as reasonably determined by the Borrower) as might reasonably have been obtained at such time from an unaffiliated party; Person; (l) Guarantees permitted by Section 7.02 or Section 7.03; (m) pledges of Equity Interests of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (n) the provision of Cash Collateral permitted under Section 7.01 and payments and distributions of amounts therefrom; (o) transactions pursuant to 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; (p) the payment of reasonable out-of-pocket costs and expenses related to registration rights and customary indemnities provided to shareholders under any shareholder agreement; (q) (i) any issuance purchase by Holdings of securities Qualified Equity Interests of (or rights pursuant contribution to stock options, stock ownership plans (including restricted stock plans), stock grants, directed share programs and other the qualified equity based incentive plans capital of) the Borrower and (ii) the execution, delivery and performance making of any stockholder or registration rights agreement approved intercompany loans by the board of directors of the Borrower; (q) the entry into and/or the performance of any obligations of Holdings, Holdings to the Borrower or any Restricted Subsidiary; (r) any transaction in respect of which the Borrower delivers to the Administrative Agent a letter addressed to the Board of Directors of the Borrower from an accounting, appraisal or investment banking firm of nationally recognized standing stating that such transaction is on terms that are no less favorable to the Borrower or the applicable Subsidiary than might be obtained at the time in a comparable arm’s length transaction from a Person who is not an Affiliate; and (s) any issuance, sale or grant of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of employment arrangements, stock options and stock ownership plans approved by a majority of the disinterested members of the Board of Directors of the Borrower in good faith; provided that nothing in this Section 7.08 shall prohibit the Borrower or its Restricted Subsidiaries with respect from engaging in the following transactions: (i) the performance of the Borrower’s or any Restricted Subsidiary’s obligations under any employment contract, collective bargaining agreement, employee benefit plan, related trust agreement or any other similar arrangement heretofore or hereafter entered into in the ordinary course of business, (ii) the payment or reimbursement of compensation of and reimbursement of expenses of employees, officers, directors, managers or consultants in the ordinary course of business, including pursuant to any financial advisorycompensation agreement and phantom stock program existing on the Closing Date, financing(iii) the maintenance of benefit programs or arrangements for employees, underwriting officers or placement services directors, including, without limitation, vacation plans, health and life insurance plans, deferred compensation plans, and retirement or in respect of other investment banking activitiessavings plans and similar plans, in each case, which are entered into within the ordinary course of business or consistent with past practice; and (r) payments to or from, and transactions with, joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by Holdings and the Restricted Subsidiaries in such joint venture) in the ordinary course of business to business, (iv) the extent otherwise performance by the Borrower or any Restricted Subsidiary or payments by the Borrower or any Restricted Subsidiary under any joint venture agreement for a Joint Venture permitted under Section 7.02, and (v) payments to the Sponsor in respect of compensation of employees and partners of the Sponsor and its affiliated partnerships who are officers or directors of the Borrower and its Restricted Subsidiaries, or whose responsibilities relate to the Borrower and its Restricted Subsidiaries and its directors, and reimbursement of expenses of the Sponsor and its affiliated partnerships related to officers and directors of the Borrower.

Transactions with Affiliates. The Borrower will conductnot, and cause each of its Restricted Subsidiaries to conduct, all transactions with nor will permit any of its Affiliates (other than the Borrower and its Restricted Subsidiaries) involving aggregate payments or consideration in excess of the greater of $50,000,000 and 5.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) for Subsidiaries to, enter into any individual transaction or series of related transactions with any Affiliate of the Borrower or any of its Subsidiaries other than in the ordinary course of business and on terms that are at least and conditions substantially as favorable to the Borrower or such Restricted Subsidiary as it would obtain 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 that is not 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 10.02, as determined 10.04, 10.05 and 10.06; (iii) the payment of consulting or other fees to the Borrower by any of its Subsidiaries in the board ordinary course of business; (iv) customary fees to non-officer directors of the Borrower or such Restricted Subsidiary in good faith; provided that the foregoing restrictions shall not apply to: (a) [reserved]; (b) [reserved]; (c) the Transactions and the payment of fees and expenses (including Transaction Expenses) as part of or in connection with the Transactions; (d) Transactions in connection with a Qualified Securitization Facility; (e) (i) so long as no Event of Default has occurred and is continuing, (A) the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees) pursuant to and not in excess of the amounts set forth in the Management Agreement and (B) indemnifications and reimbursement expenses, in each case, pursuant to the Management Agreement; provided that, upon the occurrence and during the continuance of an Event of Default such amounts described in clauses (A) and (B) may accrue, but not be payable in cash during such period, but all such accrued amounts may be payable in cash upon the cure or waiver of such Event of Default and (ii) the payment of indemnities and reasonable expenses of the Sponsor to the extent attributable to its ownership of Holdings and its respective Subsidiaries; ; (fv) Restricted Payments permitted under Section 7.06; (g) loans and other Investments made by Holdings and its Restricted Subsidiaries to joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by the Borrower and its Restricted Subsidiaries in such joint venture) may enter into the employment arrangements with respect to the extent otherwise permitted under Section 7.02; (h) transactions by the Borrower and its Restricted Subsidiaries permitted under an express provision (including any exceptions thereto) procurement of this Article VII; (i) employment and severance arrangements between the Borrower and its Restricted Subsidiaries and services with their respective officers and employees in the ordinary course of business and transactions pursuant business; (vi) Dividends may be paid by the Borrower to stock option plans and employee benefit plans and arrangements in the ordinary course of business; extent permitted by Section 10.06; (jvii) the payment of customary fees (excluding management fees) to the Agents and reasonable out-of-pocket costs totheir Affiliates for services rendered (including, without limitation, any underwriting discounts and indemnities provided on behalf of, directors, officers, employees and consultants of commissions); (viii) transactions between the Borrower and its Restricted Subsidiaries (or Holdings or any direct or indirect parent of the Borrower in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries); (k) transactions pursuant to agreements, instruments or arrangements in existence on the Closing Date and set forth on Schedule 6.17 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect; (l) customary payments by Holdings and and/or any of its Restricted Subsidiaries to and their respective Affiliates listed on Schedule XVI hereto; and (ix) the Sponsor made for California Disposition and any financial advisory, financing, underwriting loan of all or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures) in an aggregate amount not to exceed the amount set forth in the Management Agreement as a portion of the date hereof, which payments are approved by the majority of the members of the board of directors of the Borrower or a majority of the disinterested members of the board of directors of the Borrower in good faith; (m) accelerations of earn-out payments owed Net Sale Proceeds therefrom to members of management or employees of Holdings or any of its Restricted Subsidiaries to the extent such member of management or employee uses the net proceeds of such payments to make an Investment in the form of common equity in a holding company and the cash proceeds of such Investment are contributed to the Borrower in the form of common equity; provided that such Investments do not count toward the Available Excluded Contribution Amount or the Cumulative Credit; (n) the issuance or transfer of Qualified Equity Interests of Borrower to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees, distributes or Affiliate of any of the foregoing) of the Borrower, any of its Subsidiaries or any direct or indirect parent of the Borrower; so long as (oand only so long as) such transactions with customers, clients, joint venture partners, suppliers or purchasers or sellers of goods or services, in each case would not (in the absence of this clause (ix) and, for such purpose, assuming same were in the “ordinary course of business and otherwise in compliance with the terms business”) give rise to a violation of this Agreement that are fair to the Borrower and its Restricted SubsidiariesSection 10.07. In no event shall any management, in the reasonable determination of the board of directors consulting or the senior management of the Borrower, similar fee be paid or are on terms at least as favorable (as reasonably determined payable by the Borrower) as might reasonably have been obtained at such time from an unaffiliated party; (i) any issuance of securities or rights pursuant to stock options, stock ownership plans (including restricted stock plans), stock grants, directed share programs and other equity based incentive plans and (ii) the execution, delivery and performance of any stockholder or registration rights agreement approved by the board of directors of the Borrower; (q) the entry into and/or the performance of any obligations of Holdings, the Borrower or any of its Restricted Subsidiaries with respect to any financial advisoryAffiliate (other than any other Credit Party), financing, underwriting or placement services or except as specifically provided in respect of other investment banking activities, in each case, which are entered into within the ordinary course of business or consistent with past practice; and (r) payments to or from, and transactions with, joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by Holdings and the Restricted Subsidiaries in such joint venture) in the ordinary course of business to the extent otherwise permitted under this Section 7.0210.07.

Transactions with Affiliates. The Borrower will conductnot, and cause each of its will not permit any Restricted Subsidiaries to conductSubsidiary to, all sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with with, any of its Affiliates Affiliates, except (i) (A) (x) transactions between or among the Borrower or any Restricted Subsidiary or any entity that becomes a Restricted Subsidiary as a result of such transaction and (y) any merger; amalgamation or consolidation with any direct or indirect parent of the Borrower; provided that such parent entity shall have no material liabilities and no material assets other than cash, Permitted Investments and the Equity Interests of the Borrower and its Restricted Subsidiariessuch merger, amalgamation or consolidation is otherwise consummated in compliance with this Agreement and (B) transactions involving aggregate payments payment or consideration in excess of the greater of less than $50,000,000 and 5.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered 75,000,000, (determined on a Pro Forma Basis in accordance with Section 1.09ii) for any individual transaction or series of related transactions on terms that are at least substantially as favorable to the Borrower or such Restricted Subsidiary as it would obtain be obtainable by such Person at the time in a comparable arm’s-length transaction with a Person that is not other than an Affiliate, as determined by the board of directors of the Borrower or such Restricted Subsidiary in good faith; provided that the foregoing restrictions shall not apply to: (aiii) [reserved]; (b) [reserved]; (c) the Transactions and the payment of fees and expenses (including Transaction Expenses) as part of or in connection with related to the Transactions; (d) Transactions in connection with a Qualified Securitization Facility; (e) (i) so long as no Event of Default has occurred and is continuing, (Aiv) the payment of management, monitoring, consulting, advisory and other monitoring fees to the Investors (including transaction and termination feesor management companies of the Investors) in an aggregate amount in any fiscal year not to exceed 2.5 % of Consolidated EBITDA for the most recently ended Test Period for which financial statements have been delivered pursuant to and not in excess Section 6.01(a) or (b), (v) issuances of Equity Interests of the amounts set forth in the Management Agreement and (B) indemnifications and reimbursement expenses, in each case, pursuant to the Management Agreement; provided that, upon the occurrence and during the continuance of an Event of Default such amounts described in clauses (A) and (B) may accrue, but not be payable in cash during such period, but all such accrued amounts may be payable in cash upon the cure or waiver of such Event of Default and (ii) the payment of indemnities and reasonable expenses of the Sponsor to the extent attributable to its ownership of Holdings and its Subsidiaries; (f) Restricted Payments permitted under Section 7.06; (g) loans and other Investments made by Holdings and its Restricted Subsidiaries to joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by the Borrower and its Restricted Subsidiaries in such joint venture) to the extent otherwise permitted under Section 7.02; by this Agreement, (h) transactions by the Borrower and its Restricted Subsidiaries permitted under an express provision (including any exceptions thereto) of this Article VII; (ivi) employment and severance arrangements between the Borrower and its Restricted Subsidiaries and their respective officers and employees in the ordinary course of business or otherwise in connection with the Transactions (including loans and transactions advances pursuant to stock option plans Sections 7.04(b) and employee benefit plans 7.04(n), (vii) payments by the Borrower and arrangements in its Restricted Subsidiaries pursuant to tax sharing agreements among the ordinary course Borrower (and any such parent thereof) and its Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of business; the Borrower and its Restricted Subsidiaries, to the extent such payments are permitted by Section 7.07, (jviii) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, directorsmembers of the Board of Directors, officers, officers and employees and consultants of the Borrower and its Restricted Subsidiaries (or Holdings or any direct or indirect parent of thereof) and the Borrower Restricted Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries); , (kix) transactions pursuant to agreements, instruments or arrangements permitted agreements in existence or contemplated on the Closing Date and set forth on Schedule 6.17 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect; , (lx) [reserved], (xi) payments to or from, and transactions with, any joint venture in the ordinary course of business (including, without limitation, any cash management activities related thereto), (xii) transactions with customers, clients, suppliers, contractors, joint venture partners or purchasers or sellers of goods or services that are Affiliates, in each case in the ordinary course of business and which are fair to the Borrower and the Restricted Subsidiaries, in the reasonable determination of the Borrower, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party, (xiii) sales of accounts receivable, or participations therein, or Securitization Assets or related assets in connection with or any Qualified Securitization Facility, (xiv) payments made in connection with the Transactions, (xv) customary payments by Holdings the Borrower and any of its Restricted Subsidiaries to the Sponsor Investors made for any financial advisory, consulting, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions acquisitions, divestitures or divestitures) in an aggregate amount not to exceed the amount set forth in the Management Agreement as of the date hereoffinancings), which payments are approved by the majority of the members of the board Board of directors of the Borrower Directors or a majority of the disinterested members of the Board of Directors of the Borrower and any other Restricted Subsidiary in good faith and (xvi) any other (A) Indebtedness permitted under Section 7.01 and Liens permitted under Section 7.02; provided that such Indebtedness and Liens are on terms which are fair and reasonable to the Borrower and its Subsidiaries as determined by the majority of disinterested members of the board of directors of the Borrower in good faith; and (m) accelerations of earn-out payments owed to members of management or employees of Holdings or any of its Restricted Subsidiaries to the extent such member of management or employee uses the net proceeds of such payments to make an Investment in the form of common equity in a holding company and the cash proceeds of such Investment are contributed to the Borrower in the form of common equity; provided that such Investments do not count toward the Available Excluded Contribution Amount or the Cumulative Credit; (n) the issuance or transfer of Qualified Equity Interests of Borrower to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees, distributes or Affiliate of any of the foregoing) of the Borrower, any of its Subsidiaries or any direct or indirect parent of the Borrower; (oB) 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 its 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 reasonably determined by the Borrower) as might reasonably have been obtained at such time from an unaffiliated party; (i) any issuance of securities or rights pursuant to stock options, stock ownership plans (including restricted stock plans), stock grants, directed share programs and other equity based incentive plans and (ii) the execution, delivery and performance of any stockholder or registration rights agreement approved by the board of directors of the Borrower; (q) the entry into and/or the performance of any obligations of Holdings, the Borrower or any of its Restricted Subsidiaries with respect to any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, in each case, which are entered into within the ordinary course of business or consistent with past practice; and (r) payments to or from, and transactions with, joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by Holdings and the Restricted Subsidiaries in such joint venture) in the ordinary course of business to the extent otherwise permitted under Section 7.027.04, Investments permitted under Section 7.03 and Restricted Payments permitted under Section 7.07.

Transactions with Affiliates. The Borrower will conduct, and cause each of its the Restricted Subsidiaries to conduct, all transactions with any of its Affiliates (other than the Borrower and its the Restricted Subsidiaries) involving aggregate payments or consideration in excess of the greater of (x) $50,000,000 36 million and 5.0(y) 9.73% of Consolidated EBITDA for the most recently completed ended Test Period for which financial statements have been delivered (determined calculated on a Pro Forma Basis in accordance with Section 1.09Basis) at the time of such Affiliate transaction, for any individual transaction or series of related transactions on terms that are at least substantially as favorable to the Borrower or such Restricted Subsidiary as it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate, as determined by the board of directors of the Borrower or such Restricted Subsidiary in good faith; provided that the foregoing restrictions shall not apply to: to (a) [reserved]; the payment of fees to the Sponsors for management, consulting and financial services rendered to the Borrower and the Restricted Subsidiaries pursuant to the Sponsor Management Agreement and customary investment banking fees paid to the Sponsors for services rendered to the Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactions which payments are approved by a majority of the board of directors of the Borrower in good faith, (b) [reserved]; transactions permitted by Section 10.3 and Section 10.5, (c) consummation of the Transactions and the payment of fees and expenses (including the Transaction Expenses) as part of or in connection with the Transactions; , (d) Transactions in connection with a Qualified Securitization Facility; the issuance of Capital Stock or Stock Equivalents of the Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries not otherwise prohibited by the Credit Documents, (e) (i) so long as no Event of Default has occurred and is continuingloans, (A) the payment of management, monitoring, consulting, advisory advances and other fees transactions between or among the Borrower, any Restricted Subsidiary or any joint venture (including transaction and termination fees) pursuant to and not in excess regardless of the amounts set forth form of legal entity) in which the Management Agreement Borrower or any Subsidiary has invested (and (B) indemnifications and reimbursement expenses, in each case, pursuant to the Management Agreement; provided that, upon the occurrence and during the continuance of an Event of Default such amounts described in clauses (A) and (B) may accrue, but which Subsidiary or joint venture would not be payable in cash during such period, but all such accrued amounts may be payable in cash upon the cure or waiver of such Event of Default and (ii) the payment of indemnities and reasonable expenses an Affiliate of the Sponsor to Borrower but for the extent attributable to its Borrower’s or a Subsidiary’s ownership of Holdings and its Subsidiaries; (f) Restricted Payments permitted under Section 7.06; (g) loans and other Investments made by Holdings and its Restricted Subsidiaries to joint ventures (to the extent any Capital Stock or Stock Equivalents in such joint venture is only an Affiliate as a result of Investments by the Borrower and its Restricted Subsidiaries in such joint ventureor Subsidiary) to the extent otherwise permitted under Section 7.02; 10, (h) transactions by the Borrower and its Restricted Subsidiaries permitted under an express provision (including any exceptions thereto) of this Article VII; (if) employment and severance arrangements between the Borrower and its the Restricted Subsidiaries and their respective officers officers, employees or consultants (including management and employees employee benefit plans or agreements, stock option plans and other compensatory arrangements) in the ordinary course of business (including loans and transactions advances in connection therewith), (g) payments by the Borrower (and any direct or indirect parent thereof) and the Subsidiaries pursuant to stock option plans the tax sharing agreements among the Borrower (and employee benefit plans any such parent) and arrangements the Subsidiaries that are permitted under Section 10.5(b)(15); provided that in each case the ordinary course amount of business; such payments in any fiscal year does not exceed the amount that the Borrower, the Restricted Subsidiaries and the Unrestricted Subsidiaries (jto the extent of the amount received from Unrestricted Subsidiaries) would have been required to pay in respect of such foreign, U.S. federal, state and/or local taxes for such fiscal year had the Borrower, the Restricted Subsidiaries and the Unrestricted Subsidiaries (to the extent described above) paid such taxes separately from any such direct or indirect parent company of the Borrower, (h) the payment of customary fees and reasonable out-of-out of pocket costs to, and indemnities provided on behalf of, directors, officersmanagers, consultants, officers or employees and consultants of the Borrower and its Restricted Subsidiaries (or Holdings or any direct or indirect parent of thereof) and the Borrower Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Restricted the Subsidiaries); , (ki) transactions undertaken pursuant to membership in a purchasing consortium, (j) transactions pursuant to agreementsany agreement or arrangement as in effect as of the Closing Date, instruments or arrangements any amendment, modification, supplement or replacement thereto (so long as any such amendment, modification, supplement or replacement is not disadvantageous in existence any material respect to the Lenders when taken as a whole as compared to the applicable agreement as in effect on the Closing Date and set forth on Schedule 6.17 or any amendment thereto to as determined by the extent such an amendment is not adverse to the Lenders Borrower in any material respect; good faith), (lk) customary payments by Holdings the Borrower (or any direct or indirect parent) and any of its Restricted Subsidiaries to the Sponsor made for any financial advisory, consulting, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures, (l) in an aggregate amount not the existence and performance of agreements and transactions with any Unrestricted Subsidiary that were entered into prior to exceed the amount set forth in the Management Agreement designation of a Restricted Subsidiary as of the date hereof, which payments are approved by the majority of the members of the board of directors of the Borrower or a majority of the disinterested members of the board of directors of the Borrower in good faith; (m) accelerations of earn-out payments owed to members of management or employees of Holdings or any of its Restricted Subsidiaries such Unrestricted Subsidiary to the extent that the transaction was permitted at the time that it was entered into with such member of management or employee uses the net proceeds of such payments to make Restricted Subsidiary and transactions entered into by an Investment in the form of common equity in a holding company and the cash proceeds of such Investment are contributed Unrestricted Subsidiary with an Affiliate prior to the Borrower in the form redesignation of common equityany such Unrestricted Subsidiary as a Restricted Subsidiary; provided that such Investments do transaction was not count toward entered into in contemplation of such designation or redesignation, as applicable, (m) Affiliate repurchases of the Available Excluded Contribution Amount Loans or Commitments to the Cumulative Credit; extent permitted hereunder and the holding of such Loans or Commitments and the payments and other transactions contemplated herein in respect thereof, (n) the issuance or transfer any customary transactions with a Receivables Subsidiary effected as part of Qualified Equity Interests of Borrower to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees, distributes or Affiliate of any of the foregoing) of the Borrower, any of its Subsidiaries or any direct or indirect parent of the Borrower; a Receivables Facility and (o) transactions with customers, clients, joint venture partners, suppliers undertaking or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement that are fair to the Borrower and its 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 reasonably determined by the Borrower) as might reasonably have been obtained at such time from an unaffiliated party; (i) consummating any issuance of securities or rights pursuant to stock options, stock ownership plans (including restricted stock plans), stock grants, directed share programs and other equity based incentive plans and (ii) the execution, delivery and performance of any stockholder or registration rights agreement approved by the board of directors of the Borrower; (q) the entry into and/or the performance of any obligations of Holdings, the Borrower or any of its Restricted Subsidiaries with respect to any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, in each case, which are entered into within the ordinary course of business or consistent with past practice; and (r) payments to or from, and transactions with, joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by Holdings and the Restricted Subsidiaries in such joint venture) in the ordinary course of business to the extent otherwise permitted under Section 7.02IPO Reorganization Transactions.

Transactions with Affiliates. The Borrower Holdings will conductnot, and cause each will not permit any of its the Restricted Subsidiaries to conductto, all transactions with enter into any of its Affiliates (other than the Borrower and its Restricted Subsidiaries) involving aggregate payments or consideration in excess of the greater of $50,000,000 and 5.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) for any individual transaction or series of related transactions with any Affiliate of Holdings or any of its Subsidiaries involving aggregate consideration in excess of $31,800,000, other than on terms that are at least substantially as and conditions deemed in good faith by the Board of Directors of Holdings (or any committee thereof) to be not less favorable to the Borrower Holdings or such Restricted Subsidiary as it would obtain reasonably be obtained by Holdings or such Restricted Subsidiary at that time in a comparable arm’s-length transaction with a Person that is not other than an Affiliate, as determined by the board of directors of the Borrower or such Restricted Subsidiary in good faith; provided that the foregoing restrictions shall not apply toexcept: (ai) [reserved]Dividends (and loans and advances in lieu thereof) may be paid to the extent provided in Section 10.03; (bii) [reserved]; (c) the Transactions loans and other transactions among Holdings and the payment of fees and expenses (including Transaction Expenses) as part of or in connection with the Transactions; (d) Transactions in connection with a Qualified Securitization Facility; (e) (i) so long as no Event of Default has occurred and is continuing, (A) the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees) pursuant to and not in excess of the amounts set forth in the Management Agreement and (B) indemnifications and reimbursement expenses, in each case, pursuant to the Management Agreement; provided that, upon the occurrence and during the continuance of an Event of Default such amounts described in clauses (A) and (B) may accrue, but not be payable in cash during such period, but all such accrued amounts may be payable in cash upon the cure or waiver of such Event of Default and (ii) the payment of indemnities and reasonable expenses of the Sponsor to the extent attributable to its ownership of Holdings and its Restricted Subsidiaries; (fiii) customary fees and indemnification (including the reimbursement of out-of-pocket expenses) may be paid to directors of Holdings and the Restricted Payments permitted under Section 7.06Subsidiaries (and, to the extent reasonably attributable to the operations of Holdings and the Restricted Subsidiaries, to any other Parent Company); (giv) loans Holdings and the Restricted Subsidiaries may enter into, and may make payments under, employment agreements or consultant agreements, employee benefits plans, stock option plans, indemnification provisions, stay bonuses, severance and other Investments made by similar compensatory arrangements with officers, employees and directors (x) of the Parent Company to the extent compensatory arrangements and related payments are reasonably attributable to the operations of Holdings and its Restricted Subsidiaries to joint ventures or (to y) of Holdings and the extent any such joint venture is only an Affiliate as a result of Investments by the Borrower and its Restricted Subsidiaries in such joint venture) to the extent otherwise permitted under Section 7.02; (h) transactions by the Borrower and its Restricted Subsidiaries permitted under an express provision (including any exceptions thereto) of this Article VII; (i) employment and severance arrangements between the Borrower and its Restricted Subsidiaries and their respective officers and employees in the ordinary course of business and transactions pursuant business, including, for the avoidance of doubt, payments or loans (or cancellations of loans) to stock option plans and employee benefit plans and arrangements employees or consultants in the ordinary course of business; (jv) [intentionally omitted]; (vi) the payment of customary fees and Transaction (including Transaction Costs) shall be permitted; (vii) Holdings may make payments or make dividends to any Parent Company to make payments to reimburse any shareholders for their respective reasonable out-of-pocket costs toexpenses, and indemnities provided on behalf ofto indemnify them, directors, officers, employees and consultants pursuant to the terms of the Borrower and its Restricted Subsidiaries (or any stockholders agreement with respect to Holdings or any direct or indirect parent of Parent Company, as in effect on the Borrower in the ordinary course of business Closing Date, subject to amendments not adverse to the extent attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries)Lenders in any material respect; (kviii) transactions pursuant to agreements, instruments or arrangements in existence on the Closing Date and set forth described on Schedule 6.17 10.06(viii) or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect; (lix) customary payments by Holdings Investments in and any of its 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) in an aggregate amount not to exceed the amount set forth in the Management Agreement as of the date hereof, which payments are approved by the majority of the members of the board of directors of the Borrower or a majority of the disinterested members of the board of directors of the Borrower in good faith; (m) accelerations of earn-out payments owed to members of management or employees of Holdings or any of its Restricted Subsidiaries to the extent such member of management or employee uses the net proceeds of such payments to make an Investment in the form of common equity in a holding company and the cash proceeds of such Investment are contributed to the Borrower in the form of common equity; provided that such Investments do not count toward the Available Excluded Contribution Amount or the Cumulative Credit; (n) the issuance or transfer of Qualified Equity Interests of Borrower to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees, distributes or Affiliate of any of the foregoing) of the Borrower, any of its Subsidiaries or any direct or indirect parent of the Borrower; (o) 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 Holdings’ Subsidiaries and otherwise in compliance with the terms of this Agreement that are fair to the Borrower and its 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 reasonably determined by the Borrower) as might reasonably have been obtained at such time from an unaffiliated party; (i) any issuance of securities or rights pursuant to stock options, stock ownership plans (including restricted stock plans), stock grants, directed share programs and other equity based incentive plans and (ii) the execution, delivery and performance of any stockholder or registration rights agreement approved by the board of directors of the Borrower; (q) the entry into and/or the performance of any obligations of Holdings, the Borrower or any of its Restricted Subsidiaries with respect to any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, in each case, which are entered into within the ordinary course of business or consistent with past practice; and (r) payments to or from, and transactions with, joint ventures (to the extent any such Subsidiary that is not a Restricted Subsidiary or any such joint venture is only an Affiliate as a result of Investments by Holdings and the Restricted Subsidiaries in such Subsidiary or joint venture) in the ordinary course of business to the extent otherwise permitted under Section 7.0210.05; (x) [intentionally omitted]; (xi) transactions between Holdings and any Person that is an Affiliate solely due to the fact that a director of such Person is also a director of Holdings or any Parent Company; provided, however, that such director abstains from voting as a director of Holdings or such Parent Company, as the case may be, on any matter involving such other Person; (xii) payments by Holdings or any of the Restricted Subsidiaries to any Parent Company for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures, which payments are approved by a majority of the Board of Directors of Holdings in good faith; (xiii) guarantees of performance by Holdings and the Restricted Subsidiaries of Unrestricted Subsidiaries in the ordinary course of business, except for guarantees of Indebtedness in respect of borrowed money; (xiv) the issuance of Equity Interests in the form of common stock or Qualified Preferred Stock of Parent Company to any director, officer, employee or consultant of Holdings or any of its Restricted Subsidiaries; (xv) to the extent not otherwise prohibited by this Agreement, transactions between or among Holdings and any of the Restricted Subsidiaries shall be permitted (including equity issuances); (xvi) transactions in which Holdings 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 (i) is fair to Holdings or such Restricted Subsidiary from a financial point of view or (ii) is no less favorable to Holdings or such Restricted Subsidiary as would reasonably be obtained by Holdings or such Restricted Subsidiary at that time in a comparable arm’s-length transaction with a Person other than an Affiliate; (xvii) non-exclusive arrangements or agreements entered into in the ordinary course of business regarding the use of intellectual property or the acquisition or provisions of goods and services; and (xviii) transactions with Aireon Holdings LLC or Satelles, Inc. or any of their respective Subsidiaries.

Transactions with Affiliates. The Borrower will conductEnter into any transaction, and cause each including any purchase, sale, lease or exchange of its Restricted Subsidiaries to conductproperty, all transactions the rendering of any service or the payment of any management, advisory or similar fees, with any of its Affiliates Affiliate (other than Holdings, the Borrower and its Restricted Subsidiariesor any Wholly Owned Subsidiary) involving aggregate payments or consideration unless such transaction is (i) otherwise permitted under this Agreement, (ii) in excess the ordinary course of business of the greater of $50,000,000 relevant Group Member and 5.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09iii) for any individual transaction or series of related transactions on upon fair and reasonable terms that are at least substantially as not materially less favorable to the Borrower or such Restricted Subsidiary as relevant Group Member, than it would obtain in a comparable arm’s-an arm’s length transaction with a Person that is not an Affiliate. Notwithstanding the foregoing, as determined by the board of directors of the Borrower or such Restricted Subsidiary in good faith; provided that and its Subsidiaries may do the foregoing restrictions shall not apply tofollowing: (a) [reserved]Restricted Payments may be made to the extent permitted by Section 8.6; (b) [reserved]loans may be made and other transactions may be entered into by the Borrower and its Subsidiaries to the extent permitted by Sections 8.2, 8.4, 8.5 and 8.8; (c) the Transactions and the payment of customary fees and expenses (including Transaction Expenses) as part of or in connection with the Transactions; (d) Transactions in connection with a Qualified Securitization Facility; (e) (i) so long as no Event of Default has occurred and is continuing, (A) the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees) pursuant to and not in excess of the amounts set forth in the Management Agreement and (B) indemnifications and reimbursement expenses, in each case, pursuant to the Management Agreement; provided that, upon the occurrence and during the continuance of an Event of Default such amounts described in clauses (A) and (B) may accrue, but not be payable in cash during such period, but all such accrued amounts may be payable in cash upon paid to directors of any Parent, Holdings, the cure or waiver of such Event of Default and (ii) the payment of indemnities and reasonable expenses of the Sponsor to the extent attributable to its ownership of Holdings Borrower and its Subsidiaries; (fd) Restricted Payments permitted under Section 7.06; (g) loans and other Investments made by Holdings and its Restricted Subsidiaries to joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by the Borrower and its Restricted Subsidiaries in such joint venture) to the extent otherwise permitted under Section 7.02; (h) transactions by may enter into, and may make payments under, employment agreements, employee benefits plans, stock option plans, indemnification provisions and other similar compensatory arrangements with officers, employees and directors of any Parent, Holdings, the Borrower and its Restricted Subsidiaries permitted under an express provision (including any exceptions thereto) of this Article VII; (i) employment and severance arrangements between the Borrower and its Restricted Subsidiaries and their respective officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements in the ordinary course of business; (je) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, directors, officers, employees and consultants of the Borrower and its Restricted Subsidiaries (or Holdings or may pay fees, expenses and any direct or indirect parent other amounts payable to the Sponsors and perform their other obligations pursuant to the terms of the Borrower in the ordinary course of business Management Agreement so long as no Default under Section 9(a) or (f) has occurred and is continuing; provided that, to the extent attributable any fees, expenses, and other amounts payable to the ownership Sponsors under this Section 8.10(e) are not permitted to be paid in cash pursuant to the foregoing shall accrue and shall be paid after any Defaults under Section 9(a) or operation of the Borrower and its Restricted Subsidiaries)(f) have been cured or waived; (k) transactions pursuant to agreements, instruments or arrangements in existence on the Closing Date and set forth on Schedule 6.17 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect; (l) customary payments by Holdings and any of its 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) in an aggregate amount not to exceed the amount set forth in the Management Agreement as of the date hereof, which payments are approved by the majority of the members of the board of directors of the Borrower or a majority of the disinterested members of the board of directors of the Borrower in good faith; (m) accelerations of earn-out payments owed to members of management or employees of Holdings or any of its Restricted Subsidiaries to the extent such member of management or employee uses the net proceeds of such payments to make an Investment in the form of common equity in a holding company and the cash proceeds of such Investment are contributed to the Borrower in the form of common equity; provided that such Investments do not count toward the Available Excluded Contribution Amount or the Cumulative Credit; (n) the issuance or transfer of Qualified Equity Interests of Borrower to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees, distributes or Affiliate of any of the foregoing) of the Borrower, any of its Subsidiaries or any direct or indirect parent of the Borrower; (o) 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 its 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 reasonably determined by the Borrower) as might reasonably have been obtained at such time from an unaffiliated party; (i) any issuance of securities or rights pursuant to stock options, stock ownership plans (including restricted stock plans), stock grants, directed share programs and other equity based incentive plans and (iif) the execution, delivery and performance of any stockholder or registration rights a tax sharing agreement approved by the board of directors of the Borrower; (q) the entry into and/or the performance of any obligations of Holdings, the Borrower or any of its Restricted Subsidiaries with respect to any financial advisoryof the charges, financingtaxes or assessments described in clause (B) of Section 8.6(c)(ii), underwriting or placement services or to the extent that payments in respect connection with such tax sharing agreement are permitted by Section 8.6(c)(ii); (g) the Merger, the Equity Contribution and any other contemporaneous transactions contemplated hereby (including the payment of fees and expenses in connection therewith) shall be permitted; (h) transactions related to Permitted Securitizations; (i) sales of Capital Stock (other investment banking activities, than Disqualified Capital Stock) of Holdings to its Affiliates and options and warrants exercisable therefore and the granting of registration and other customary rights in each case, which are entered into within the ordinary course of business or consistent with past practiceconnection therewith; and (rj) payments to or from, and transactions with, joint ventures (to the extent any such joint venture is only transaction with an Affiliate as a result where the only consideration paid is Capital Stock of Investments by Holdings and the Restricted Subsidiaries in such joint venture) in the ordinary course of business to the extent otherwise permitted under Section 7.02(other than Disqualified Capital Stock).

Transactions with Affiliates. The Borrower will conductnot, and cause each of its will not permit any Restricted Subsidiaries to conductSubsidiary to, all sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with with, any of its Affiliates Affiliates, except: (other than i) (A) transactions with Holdings, the Borrower or any Restricted Subsidiary and its Restricted Subsidiaries(B) transactions involving aggregate payments or consideration in excess of less than the greater of $50,000,000 6,500,000 and 5.05% of Consolidated EBITDA for the most recently completed ended Test Period for which financial statements have been delivered (as of such time determined on a Pro Forma Basis in accordance with Section 1.09Basis; (ii) for any individual transaction or series of related transactions on terms that are at least substantially as favorable to the Borrower or such Restricted Subsidiary as it would obtain be obtainable by such Person at the time in a comparable arm’s-length transaction with a Person that is not other than an Affiliate, as determined by the board of directors of the Borrower or such Restricted Subsidiary in good faith; provided that the foregoing restrictions shall not apply to: (a) [reserved]; (b) [reserved]; (ciii) the Transactions and the payment of fees and expenses (including Transaction Expenses) as part of or in connection with related to the Transactions; (div) Transactions in connection with a Qualified Securitization Facility; (e) (i) so long as no Event issuances of Default has occurred and is continuing, (A) the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees) pursuant to and not in excess of the amounts set forth in the Management Agreement and (B) indemnifications and reimbursement expenses, in each case, pursuant to the Management Agreement; provided that, upon the occurrence and during the continuance of an Event of Default such amounts described in clauses (A) and (B) may accrue, but not be payable in cash during such period, but all such accrued amounts may be payable in cash upon the cure or waiver of such Event of Default and (ii) the payment of indemnities and reasonable expenses of the Sponsor to the extent attributable to its ownership Equity Interests of Holdings and its Subsidiaries; (f) Restricted Payments permitted under Section 7.06; (g) loans and other Investments made by Holdings and its Restricted Subsidiaries to joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by or the Borrower and its Restricted Subsidiaries in such joint venture) to the extent otherwise permitted under Section 7.02by this Agreement; (h) transactions by the Borrower and its Restricted Subsidiaries permitted under an express provision (including any exceptions thereto) of this Article VII; (iv) employment and severance arrangements (including salary or guaranteed payments and bonuses) between the Borrower and its the Restricted Subsidiaries and their respective officers officers, managers, employees and employees other service providers in the ordinary course of business or otherwise in connection with the Transactions (including loans and transactions advances pursuant to stock option plans Sections 6.04(b) and employee benefit plans and arrangements in the ordinary course of business6.04(p)); (jvi) payments by Holdings (and any direct or indirect parent thereof), the Borrower and the Restricted Subsidiaries pursuant to tax sharing agreements among Holdings (and any such parent thereof), the Borrower and the Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Borrower and the Restricted Subsidiaries, to the extent payments are permitted by Section 6.08; (vii) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, directors, officers, managers, employees and consultants other service providers of the Borrower and its Restricted Subsidiaries Holdings (or Holdings or any direct or indirect parent of company thereof), the Borrower and the Restricted Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of Holdings, the Borrower and its the Restricted Subsidiaries); (kviii) transactions pursuant to agreements, instruments any agreement or arrangements arrangement in existence on effect as of the Closing Effective Date and set forth on Schedule 6.17 6.09, or any amendment amendment, modification, supplement or replacement thereto to the extent (so long as any such an amendment amendment, modification, supplement or replacement is not adverse disadvantageous in any material respect to the Lenders when taken as a whole as compared to the applicable agreement or arrangement as in any material respecteffect on the Effective Date as determined by the Borrower in good faith); (lix) Restricted Payments permitted under Section 6.08 (and loans and advances made in lieu thereof pursuant to Section 6.04(m)); (x) customary payments by Holdings Holdings, the Borrower and any of its the Restricted Subsidiaries to the Sponsor made for any financial advisory, consulting, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions acquisitions, divestitures or divestituresfinancings) in an aggregate amount not to exceed the amount set forth in the Management Agreement as of the date hereofand any subsequent transaction or exit fee, which payments are approved by the majority of the members of the board Board of directors of the Borrower Directors or a majority of the disinterested members of the board Board of directors Directors of the Borrower such Person in good faith; (m) accelerations of earn-out payments owed to members of management or employees of Holdings or any of its Restricted Subsidiaries to the extent such member of management or employee uses the net proceeds of such payments to make an Investment in the form of common equity in a holding company and the cash proceeds of such Investment are contributed to the Borrower in the form of common equity; provided that such Investments do not count toward the Available Excluded Contribution Amount or the Cumulative Credit; (nxi) the issuance or transfer of Qualified Equity Interests (other than Disqualified Equity Interests) of Borrower Holdings (or any direct or indirect parent thereof) to any Permitted Holder or to any former, current or future director, manager, officer, employee employee, consultant or consultant other service provider (or any spouses, former spouses, successors, executors, administrators, heirs, legatees, distributes or Affiliate of any of the foregoing) of Holdings, the Borrower, any of its the Subsidiaries or any direct or indirect parent of the Borrowerthereof; (oxii) the payment of consulting, advisory and other fees (including transaction fees), indemnities and expenses (plus any unpaid consulting, advisory and other fees (including transaction fees), indemnities and expenses thereunder accrued in any prior year); (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) transactions with customersany Similar Business otherwise permitted under this Agreement, clientsloans, joint venture partnersadvances and other transactions between or among Holdings, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement that are fair to the Borrower and its Restricted Subsidiaries, in the reasonable determination of the board of directors or the senior management of the Borrower, any Restricted Subsidiary or are on terms at least as favorable any joint venture (as reasonably determined by regardless of the form of legal entity) after the initial formation of, and investment in, such joint venture in which the Borrower or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the Borrower but for the Borrower’s or a Subsidiary’s ownership of Equity Interests in such joint venture or Subsidiary) as might reasonably have been obtained at such time from an unaffiliated partyto the extent permitted under Article VI; (i) any issuance of securities or rights pursuant to stock options, stock ownership plans (including restricted stock plans), stock grants, directed share programs and other equity based incentive plans and (iixvi) the execution, delivery existence and performance of agreements and transactions with any stockholder 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 registration rights agreement approved by the board of directors of the Borrowerredesignation, as applicable; (qxvii) transactions undertaken pursuant to membership in a purchasing consortium; and (xviii) the entry into and/or payment of fees and expenses to an Affiliate pursuant to any services agreement for the performance engagement of any obligations the chief executive officer, the chief financial officer or other member of management of Parent, Holdings, the Borrower and their Subsidiaries (or any of its Restricted Subsidiaries with respect to any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, in each case, which are entered into within the ordinary course of business or consistent with past practice; and (r) payments to or from, and transactions with, joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by Holdings and the Restricted Subsidiaries in such joint venture) in the ordinary course of business to the extent otherwise permitted under Section 7.02parent thereof).

Transactions with Affiliates. The Borrower will conduct, and cause each of its Restricted Subsidiaries to conduct, all transactions with Enter into any of its Affiliates transaction (other than the Borrower and its Restricted Subsidiaries) involving aggregate payments any transaction or consideration series of transactions having a fair market value not in excess of the greater of (x) $50,000,000 3,000,000 and (y) 5.0% of Consolidated EBITDA of Holdings for the most recently completed ended Test Period for which financial statements have been delivered (determined on a Pro Forma Basis Period) of any kind with any Affiliate of Holdings, whether or not in accordance with Section 1.09) for any individual transaction or series the ordinary course of related transactions business on terms that are at least substantially as less favorable to the Borrower Holdings or such Restricted Subsidiary Subsidiary, as it the case may be, than those that would obtain be obtained at the time in a comparable arm’s-length transaction with a Person that who is not an Affiliate, as determined by the board of directors of the Borrower or such Restricted Subsidiary in good faith; provided that the foregoing restrictions shall not apply toother than: (a) [reserved]transactions among Holdings or the Restricted Subsidiaries or any entity that becomes a Restricted Subsidiary as a result of such transaction; (b) [reserved]; (c) the Transactions and the payment of fees and expenses (including Transaction Expenses) as part of or in connection with the consummation of the Transactions; (d) Transactions in connection with a Qualified Securitization Facility; (e) the payment of (i) so long as no Event of Default has occurred and is continuing, (A) the payment of management, monitoringadvisory, consulting, advisory and other fees (including refinancing, subsequent transaction and termination feesexit fees in an aggregate amount in any fiscal year not to exceed the greater of (x) 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 in excess of to exceed the amounts amount set forth in the Sponsor Management Agreement as in effect on the date hereof and (By) indemnifications the greater of (1) $1.0 million and reimbursement (2) 0.25% of the Consolidated EBITDA of Holdings for the most recently ended Test Period per fiscal year and (ii) related indemnities and reasonable expenses, in each case, pursuant to the Management Agreement; provided that, upon the occurrence and during the continuance of an a Specified Event of Default Default, such amounts described in clauses clause (A) and (Bi) 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 Specified Event of Default and (ii) the payment of indemnities and reasonable expenses of the Sponsor to the extent attributable to its ownership of Holdings and its SubsidiariesDefault; (f) Restricted Payments permitted under Section 7.06; (g) loans and other Investments made by Holdings and its Restricted Subsidiaries to joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by the Borrower and its Restricted Subsidiaries in such joint venture) to the extent otherwise permitted under Section 7.02; (he) transactions by the Borrower and its Restricted Subsidiaries permitted under an express provision (including any exceptions thereto) with customers, clients, suppliers, joint ventures, purchasers or sellers of this Article VII; (i) employment and severance arrangements between the Borrower and its Restricted Subsidiaries and their respective officers and goods or services or providers of employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements or other labor entered into in the ordinary course of business, which are fair to Holdings and/or its applicable Restricted Subsidiary in the good faith determination of the board of directors (or similar governing body) of Holdings or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (jf) [reserved]; (g) payments by Holdings or any Restricted Subsidiary pursuant to Tax sharing agreements among Holdings and its Subsidiaries (and any direct or indirect parent thereof) on customary terms; (h) the payment of customary fees and reasonable out-of-out of pocket costs to, and indemnities provided on behalf of, directors, managers, officers, employees and consultants of the Borrower Holdings and its Restricted Subsidiaries (or Holdings or any direct or indirect parent of the Borrower Holdings in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries)business; (ki) transactions pursuant to agreements, instruments or arrangements agreements in existence effect on the Closing Date and set forth on Schedule 6.17 7.07 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 and/or Investments permitted under Section 7.02 (in each case, other than by reference to this Section 7.07); (k) transactions engaged in by Holdings or any Restricted Subsidiary with Unrestricted Subsidiaries in good faith to effect the operations, governance, administration, accounting and corporate overhead of Holdings and its Subsidiaries; (l) customary payments by Holdings the Borrower and any of its 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) in an aggregate amount not to exceed the amount set forth in the Management Agreement as of the date hereof), which payments are approved by the majority of the members of the board of directors of the Borrower or a majority of the disinterested members of the board of directors of the Borrower in good faith; (m) accelerations transactions entered into by an Unrestricted Subsidiary with an Affiliate prior to the redesignation of earnany such Unrestricted Subsidiary as a Restricted Subsidiary pursuant to Section 6.15; provided that such transactions were not entered into in contemplation of such redesignation; it being agreed that for the purposes of this Section 7.07, each Unrestricted Subsidiary shall be deemed to be an Affiliate of each Restricted Company; (n) the payment of reasonable out-out payments owed of-pocket costs and expenses related to members registration rights and customary indemnities provided to shareholders under any shareholder agreement; (o) (i) any purchase by Holdings (or any parent company thereof) of management the Equity Interests of (or employees of contribution to the equity capital of) Holdings and (ii) any intercompany loans made by Holdings to Holdings, a parent company thereof or any Restricted Subsidiary; (p) transactions in connection with any Permitted Tax Restructuring; (i) any collective bargaining, employment or severance agreement or compensatory (including profit sharing) arrangement entered into by Holdings or any of its Restricted Subsidiaries with their respective current or former officers, directors, members of management, managers, employees, consultants or independent contractors or those of any parent company of Holdings, (ii) any subscription agreement or similar agreement pertaining to the extent such member repurchase of management or employee uses the net proceeds of such payments to make an Investment in the form of common equity in a holding company and the cash proceeds of such Investment are contributed to the Borrower in the form of common equity; provided that such Investments do not count toward the Available Excluded Contribution Amount or the Cumulative Credit; (n) the issuance or transfer of Qualified Equity Interests pursuant to put/call rights or similar rights with current or former officers, directors, members of Borrower to any Permitted Holder management, managers, employees, consultants or independent contractors and (iii) transactions and/or issuance, sale or grant of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or to fund, any formeremployee compensation, benefit plan, stock option plan or arrangement, any health, disability or similar insurance plan which covers current or future directorformer officers, managerdirectors, officermembers of management, employee managers, employees, consultants or consultant (independent contractors or any spouses, former spouses, successors, executors, administrators, heirs, legatees, distributes employment contract or Affiliate of any of the foregoing) of the Borrower, any of its Subsidiaries or any direct or indirect parent of the Borrower; (o) transactions with customers, clients, joint venture partners, suppliers or purchasers or sellers of goods or servicesarrangement, in each case in the ordinary course of business and otherwise business; (r) any transaction in compliance with respect of which the terms of this Agreement that are fair Borrower delivers to the Borrower and its Restricted Subsidiaries, in the reasonable determination of Administrative Agent a letter addressed to the board of directors (or equivalent governing body) of Holdings from an accounting, appraisal or investment banking firm of nationally recognized standing stating that such transaction is on terms that are no less favorable to Holdings or the senior management of the Borrower, or are on terms at least as favorable (as reasonably determined by the Borrower) as applicable Restricted Subsidiary than might reasonably have been be obtained at such the time in a comparable arm’s length transaction from a Person who is not an unaffiliated party; (i) any issuance of securities or rights pursuant to stock options, stock ownership plans (including restricted stock plans), stock grants, directed share programs and other equity based incentive plans and (ii) the execution, delivery and performance of any stockholder or registration rights agreement approved by the board of directors of the Borrower; (q) the entry into and/or the performance of any obligations of Holdings, the Borrower or any of its Restricted Subsidiaries with respect to any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, in each case, which are entered into within the ordinary course of business or consistent with past practiceAffiliate; and (rs) payments to any transaction with a Securitization Subsidiary effected as part of a Qualified Securitization Financing or fromPermitted Receivables Financing, and transactions withincluding any disposition or repurchase of Securitization Assets, joint ventures (to the extent Receivables Assets or related assets in connection with any such joint venture is only an Affiliate as a result of Investments by Holdings and the Restricted Subsidiaries in such joint venture) in the ordinary course of business to the extent otherwise permitted under Section 7.02Qualified Securitization Financing and/or Permitted Receivables Financing.

Transactions with Affiliates. The Borrower will conductEnter into, and cause each of its Restricted Subsidiaries to conductdirectly or indirectly, all transactions with any of its Affiliates (other than the Borrower and its Restricted Subsidiaries) involving aggregate payments or consideration in excess of the greater of $50,000,000 and 5.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) for any individual transaction or series of related transactions on terms that are at least substantially as favorable to the Borrower transactions, whether or such Restricted Subsidiary as it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate, as determined by the board of directors of the Borrower or such Restricted Subsidiary in good faith; provided that the foregoing restrictions shall not apply to: (a) [reserved]; (b) [reserved]; (c) the Transactions and the payment of fees and expenses (including Transaction Expenses) as part of or in connection with the Transactions; (d) Transactions in connection with a Qualified Securitization Facility; (e) (i) so long as no Event of Default has occurred and is continuing, (A) the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees) pursuant to and not in excess of the amounts set forth in the Management Agreement and (B) indemnifications and reimbursement expenses, in each case, pursuant to the Management Agreement; provided that, upon the occurrence and during the continuance of an Event of Default such amounts described in clauses (A) and (B) may accrue, but not be payable in cash during such period, but all such accrued amounts may be payable in cash upon the cure or waiver of such Event of Default and (ii) the payment of indemnities and reasonable expenses of the Sponsor to the extent attributable to its ownership of Holdings and its Subsidiaries; (f) Restricted Payments permitted under Section 7.06; (g) loans and other Investments made by Holdings and its Restricted Subsidiaries to joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by the Borrower and its Restricted Subsidiaries in such joint venture) to the extent otherwise permitted under Section 7.02; (h) transactions by the Borrower and its Restricted Subsidiaries permitted under an express provision (including any exceptions thereto) of this Article VII; (i) employment and severance arrangements between the Borrower and its Restricted Subsidiaries and their respective officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements in the ordinary course of business, with any -75- Affiliate of any Company (other than between or among the Loan Parties), other than on terms and conditions at least as favorable to such Company as would reasonably be obtained by such Company at that time in a comparable arm's-length transaction with a person other than an Affiliate, except that the following shall be permitted: (a) Dividends permitted by Section 6.08; (jb) the payment of customary fees Investments permitted by Sections 6.04(e) and reasonable out-of-pocket costs to, and indemnities provided on behalf of, directors, officers, employees and consultants of the Borrower and its Restricted Subsidiaries (or Holdings or any direct or indirect parent of the Borrower in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Restricted Subsidiariesf); (kc) transactions pursuant to agreementsreasonable and customary director, instruments or arrangements in existence on the Closing Date officer and set forth on Schedule 6.17 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect; (l) customary payments by Holdings and any of its Restricted Subsidiaries to the Sponsor made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities employee compensation (including bonuses) and other benefits (including retirement, health, stock option and other benefit plans) and indemnification arrangements, in connection with acquisitions or divestitures) in an aggregate amount not to exceed the amount set forth in the Management Agreement as of the date hereof, which payments are each case approved by the majority Board of the members Directors of the board of directors of the Borrower or a majority of the disinterested members of the board of directors of the Borrower in good faith; (m) accelerations of earn-out payments owed to members of management or employees of Holdings or any of its Restricted Subsidiaries to the extent such member of management or employee uses the net proceeds of such payments to make an Investment in the form of common equity in a holding company and the cash proceeds of such Investment are contributed to the Borrower in the form of common equity; provided that such Investments do not count toward the Available Excluded Contribution Amount or the Cumulative Credit; (n) the issuance or transfer of Qualified Equity Interests of Borrower to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees, distributes or Affiliate of any of the foregoing) of the Borrower, any of its Subsidiaries or any direct or indirect parent of the Borrower; (od) transactions with customers, clients, suppliers, joint venture partners, suppliers partners or purchasers or sellers of goods or and services, in each case in the ordinary course of business and otherwise not prohibited by the Loan Documents; (e) so long as no Event of Default exists (except that an Event of Default shall not prohibit the payment of reimbursable reasonable out-of-pocket expenses), the payment of (i) regular management fees and reimbursable reasonable out-of-pocket expenses to Sponsor or its Affiliates in compliance with the amounts and at the times specified in the Monitoring and Oversight Agreement, as in effect on the Closing Date or as thereafter amended or replaced in any manner, that, taken as a whole, is not more adverse to the interests of the Lenders in any material respect than such agreement as it was in effect on the Closing Date; provided that payments thereunder shall in any event not exceed $2.5 million per fiscal year plus any reimbursable reasonable out-of-pocket expenses and (ii) transaction fees and reimbursable reasonable out-of-pocket expenses to Sponsor or its Affiliates in the amounts and at the times specified in the Financial Advisory Agreement, as in effect on the Closing Date or as thereafter amended or replaced in any manner, that, taken as a whole, is not more adverse to the interests of the Lenders in any material respect than such agreement as it was in effect on the Closing Date; (f) the existence of, and the performance by any Loan Party of its obligations under the terms of this Agreement that are fair of, any limited liability company, limited partnership or other Organizational Document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Amendment Effectiveness Date and which has been disclosed to the Borrower Lenders as in effect on the Amendment Effectiveness Date, and its Restricted Subsidiariessimilar agreements that it may enter into thereafter; provided, in however, that the reasonable determination existence of, or the performance by any Loan Party of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Amendment Effectiveness Date shall only be permitted by this Section 6.09(f) to the extent not more adverse to the interest of the board Lenders in any material respect, when taken as a whole, than any of directors or such documents and agreements as in effect on the senior management Amendment Effectiveness Date; (g) sales of the Borrower, or are on terms at least as favorable (as reasonably determined Qualified Capital Stock of Holdings to Affiliates of Borrower not otherwise prohibited by the BorrowerLoan Documents and the granting of registration and other customary rights in connection therewith; (h) as might reasonably have been obtained at such time from any transaction with an unaffiliated party;Affiliate where the only consideration paid by any Loan Party is Qualified Capital Stock of Holdings; and (i) any issuance of securities or rights pursuant to stock options, stock ownership plans (including restricted stock plans), stock grants, directed share programs and other equity based incentive plans and (ii) the execution, delivery and performance of any stockholder or registration rights agreement approved Transactions as contemplated by the board of directors of the Borrower; (q) the entry into and/or the performance of any obligations of Holdings, the Borrower or any of its Restricted Subsidiaries with respect to any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, in each case, which are entered into within the ordinary course of business or consistent with past practice; and (r) payments to or from, and transactions with, joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by Holdings and the Restricted Subsidiaries in such joint venture) in the ordinary course of business to the extent otherwise permitted under Section 7.02Transaction Documents.

Transactions with Affiliates. The Borrower will conductEnter into, and cause each renew, extend or be a party to any transaction of its Restricted Subsidiaries to conduct, all transactions any kind with any Affiliate of its Affiliates (any Loan Party, whether or not in the ordinary course of business, other than the Borrower on fair and its Restricted Subsidiaries) involving aggregate payments or consideration in excess of the greater of $50,000,000 and 5.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) for any individual transaction or series of related transactions on reasonable terms that are at least substantially as favorable to the Borrower Loan Parties or such Restricted Subsidiary as it would obtain be obtainable by the Loan Parties or such Subsidiary at the time in a comparable arm’s-arm’s length transaction with a Person that is not other than an Affiliate, as determined by the board of directors of the Borrower or such Restricted Subsidiary in good faith; provided that the foregoing restrictions restriction shall not apply to: (a) [reserved]a transaction between or among the Loan Parties; (b) [reserved]dividends may be paid to the extent provided in Section 7.06; (c) loans may be made and other transactions may be entered into by the Transactions Borrower and its Subsidiaries to the payment of fees extent permitted by Sections 7.02, 7.03 and expenses (including Transaction Expenses) as part of or in connection with the Transactions7.04; (d) Transactions in connection with a Qualified Securitization Facility; (e) (i) so long as no Event of Default has occurred customary fees, indemnities and is continuing, (A) the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees) pursuant reimbursements may be paid to and not in excess non-officer directors of the amounts set forth in the Management Agreement and (B) indemnifications and reimbursement expenses, in each case, pursuant to the Management Agreement; provided that, upon the occurrence and during the continuance of an Event of Default such amounts described in clauses (A) and (B) may accrue, but not be payable in cash during such period, but all such accrued amounts may be payable in cash upon the cure or waiver of such Event of Default and (ii) the payment of indemnities and reasonable expenses of the Sponsor to the extent attributable to its ownership of Holdings Borrower and its Subsidiaries; (fe) Restricted Payments permitted under Section 7.06; (g) loans and other Investments made by Holdings and its Restricted Subsidiaries to joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by the Borrower and its Restricted Subsidiaries in such joint venture) to the extent otherwise permitted under Section 7.02; (h) transactions by may enter into, and may make payments under, employment agreements, employee benefits plans, stock option plans, indemnification provisions and other similar compensatory arrangements with officers, employees and directors of the Borrower and its Restricted Subsidiaries permitted under an express provision (including any exceptions thereto) of this Article VII; (i) employment and severance arrangements between the Borrower and its Restricted Subsidiaries and their respective officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements in the ordinary course of business; (jf) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, directors, officers, employees and consultants Subsidiaries of the Borrower may pay management fees, licensing fees and its Restricted Subsidiaries (similar fees to the Borrower or Holdings or to any direct or indirect parent wholly-owned domestic Subsidiary of the Borrower in the ordinary course of business to the extent attributable to the ownership or operation of that is a Guarantor; and (g) the Borrower may pay (x) all costs, fees and its Restricted Subsidiaries); (k) transactions pursuant to agreements, instruments or arrangements in existence on the Closing Date and set forth on Schedule 6.17 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect; (l) customary payments by Holdings and any of its Restricted Subsidiaries to the Sponsor made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities (including expenses in connection with acquisitions or divestitures(i) the Galaxy Transaction in an aggregate amount not to exceed the amount set forth $8,625,000 in the Management Agreement as of aggregate, (ii) the date hereof, which payments are approved by the majority of the members of the board of directors of the Borrower or a majority of the disinterested members of the board of directors of the Borrower Sxxxxxx Acquisition in good faith; (m) accelerations of earn-out payments owed an amount not to members of management or employees of Holdings or any of its Restricted Subsidiaries to the extent such member of management or employee uses the net proceeds of such payments to make an Investment exceed $4,600,000 in the form of common equity aggregate and (ii) any Permitted Acquisition after the Effective Date, in a holding company and the cash proceeds of such Investment are contributed an amount not to the Borrower exceed $5,750,000 in the form of common equity; provided that such Investments do not count toward the Available Excluded Contribution Amount or the Cumulative Credit; aggregate for any Fiscal Year and (ny) the issuance or transfer of Qualified Equity Interests of Borrower management fees to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees, distributes or Affiliate of any of the foregoing) of the Borrower, any of its Subsidiaries or any direct or indirect parent of the Borrower; (o) transactions with customers, clients, joint venture partners, suppliers or purchasers or sellers of goods or services, in each case Tengram Capital Management L.P. in the ordinary course of business and otherwise in compliance with the terms of this Agreement that are fair to the Borrower and its 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 reasonably determined by the Borrower) as might reasonably have been obtained at such time from an unaffiliated party; (i) any issuance of securities or rights pursuant to stock options, stock ownership plans (including restricted stock plans), stock grants, directed share programs and other equity based incentive plans and (ii) the execution, delivery and performance of any stockholder or registration rights agreement approved by the board of directors of the Borrower; (q) the entry into and/or the performance of any obligations of Holdings, the Borrower or any of its Restricted Subsidiaries with respect to any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, in each case, which are entered into within the ordinary course of business or consistent with past practice; and (r) payments to or from, and transactions with, joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by Holdings and the Restricted Subsidiaries in such joint venture) in the ordinary course of business to the extent otherwise permitted under Section 7.02prior practices.

Transactions with Affiliates. The Borrower will conductEnter into any transaction, and cause each including any purchase, sale, lease or exchange of its Restricted Subsidiaries to conductproperty, all transactions the rendering of any service or the payment of any management, advisory or similar fees, with any of its Affiliates Affiliate (other than Holdings, the Borrower or any Wholly Owned Subsidiary Guarantor) unless such transaction is (a) otherwise permitted under this Agreement or (b) upon fair and its Restricted Subsidiaries) involving aggregate payments or consideration in excess of the greater of $50,000,000 and 5.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) for any individual transaction or series of related transactions on reasonable terms that are at least substantially as no less favorable to the Borrower or such Restricted Subsidiary as relevant Group Member than it would obtain in a comparable arm’s-arm’s length transaction with a Person that is not an Affiliate. Notwithstanding the foregoing, (i) Holdings may enter into the merger with POI Acquisition I, Inc. as determined permitted by Section 8.4(c) (which merger may be accomplished by an exchange of the existing shares of Holdings held by such entity for identical shares of Holdings which are concurrently distributed to the equityholders of POI Acquisition I, Inc. in accordance with their interests therein and immediately followed by the board dissolution of directors of POI Acquisition I, Inc.), and (ii) the Borrower or such Restricted Subsidiary in good faith; provided that the foregoing restrictions shall not apply toand its Subsidiaries may: (a) [reserved]; (b) [reserved]; (c) the Transactions pay compensation, expense reimbursement and the payment of fees indemnities to officers and expenses (including Transaction Expenses) as part of or in connection with the Transactions; (d) Transactions in connection with a Qualified Securitization Facility; (e) (i) so long as no Event of Default has occurred and is continuing, (A) the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees) pursuant to and not in excess directors of the amounts set forth in the Management Agreement and (B) indemnifications and reimbursement expenses, in each case, pursuant to the Management Agreement; provided that, upon the occurrence and during the continuance of an Event of Default such amounts described in clauses (A) and (B) may accrue, but not be payable in cash during such period, but all such accrued amounts may be payable in cash upon the cure or waiver of such Event of Default and (ii) the payment of indemnities and reasonable expenses of the Sponsor to the extent attributable to its ownership of Holdings and its Subsidiaries; (f) Restricted Payments permitted under Section 7.06; (g) loans and other Investments made by Holdings and its Restricted Subsidiaries to joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by the Borrower and its Restricted Subsidiaries in such joint venture) to the extent otherwise permitted under Section 7.02; (h) transactions by the Borrower and its Restricted Subsidiaries permitted under an express provision (including any exceptions thereto) of this Article VII; (i) employment and severance arrangements between the Borrower and its Restricted Subsidiaries Loan Parties 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 Subsidiaries in the ordinary course of business; (jb) the payment of customary fees enter into employment contracts with officers and reasonable out-of-pocket costs to, and indemnities provided on behalf of, directors, officers, employees and consultants management of the Borrower Loan Parties and its Restricted Subsidiaries (or Holdings or any direct or indirect parent of the Borrower in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Restricted their Subsidiaries); (kc) engage in transactions pursuant to agreements, instruments or arrangements in existence on the Closing Date and set forth on Schedule 6.17 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respectsolely among Foreign Subsidiaries; (ld) customary payments by Holdings and any of its Restricted Subsidiaries pay expense reimbursements pursuant 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) in an aggregate amount not to exceed the amount set forth in the Management Agreement as of the date hereof, which payments are approved by the majority of the members of the board of directors of the Borrower or a majority of the disinterested members of the board of directors of the Borrower in good faith; (m) accelerations of earn-out payments owed to members of management or employees of Holdings or any of its Restricted Subsidiaries to the extent such member of management or employee uses the net proceeds of such payments to make an Investment substantially in the form of common equity in a holding company and the cash proceeds of such Investment are contributed most recently delivered to the Borrower in the form of common equity; provided that such Investments do not count toward the Available Excluded Contribution Amount or the Cumulative Credit; (n) the issuance or transfer of Qualified Equity Interests of Borrower to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees, distributes or Affiliate of any of the foregoing) of the Borrower, any of its Subsidiaries or any direct or indirect parent of the Borrower; (o) 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 Administrative Agent prior to the Borrower Closing Date, and its Restricted Subsidiaries, in the reasonable determination of the board of directors or the senior management of the Borrower, or are on terms at least without further modification thereto as favorable (as reasonably determined by the Borrower) as might reasonably have been obtained at such time from an unaffiliated party; (i) any issuance of securities or rights pursuant to stock options, stock ownership plans (including restricted stock plans), stock grants, directed share programs and other equity based incentive plans and (ii) the execution, delivery and performance of any stockholder or registration rights agreement approved by the board of directors of the Borrower; (q) the entry into and/or the performance of any obligations of Holdings, the Borrower or any of its Restricted Subsidiaries with respect to any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, in each case, which are entered into within the ordinary course of business or consistent with past practiceamounts payable thereunder; and (re) payments so long as no Default or Event of Default shall have occurred and be continuing, pay to or fromthe Sponsor and its Control Investment Affiliates monitoring and transactions fees pursuant to the Management Agreement substantially in the form most recently delivered to the Administrative Agent prior to the Closing Date, and transactions withwithout further modification thereto as to amounts payable thereunder; provided that the aggregate amount of monitoring fees paid in cash shall not to exceed $1,500,000 in any fiscal year of Holdings; provided further, joint ventures (to that such fees not paid shall accrue and be paid when the extent any such joint venture applicable Default or Event of Default has been cured or waived and no additional Default or Event of Default has occurred and is only an Affiliate continuing or would arise as a result of Investments by Holdings and the Restricted Subsidiaries in such joint venture) in the ordinary course of business to the extent otherwise permitted under Section 7.02payment.

Transactions with Affiliates. The Borrower will Other than as may be required by PUHCA, conduct, and cause each of its Restricted Subsidiaries to conduct, (i) all transactions with any of its the Affiliates (other than of the Borrower and its Restricted Subsidiaries) involving aggregate payments or consideration in excess of the greater of $50,000,000 and 5.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) for any individual transaction or series of related transactions on terms that are at least substantially as fair and reasonable and no less favorable to the Borrower or such Restricted Subsidiary as than it would obtain in a comparable arm’s-arm’s length transaction with a Person that is not an Affiliate, as determined by the board of directors Affiliate of the Borrower or such Restricted Subsidiary in good faith; provided that the foregoing restrictions shall not apply to: (a) [reserved]; (b) [reserved]; (c) the Transactions and the payment of fees and expenses (including Transaction Expenses) as part of or in connection with the Transactions; (d) Transactions in connection with a Qualified Securitization Facility; (e) (i) so long as no Event of Default has occurred and is continuing, (A) the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees) pursuant to and not in excess of the amounts set forth in the Management Agreement and (B) indemnifications and reimbursement expenses, in each case, pursuant to the Management Agreement; provided that, upon the occurrence and during the continuance of an Event of Default such amounts described in clauses (A) and (B) may accrue, but not be payable in cash during such period, but all such accrued amounts may be payable in cash upon the cure or waiver of such Event of Default and (ii) the payment of indemnities and reasonable expenses all transactions with a Person other than an Affiliate of the Sponsor Borrower on terms that are without regard to any benefit or detriment to any Affiliate of the Borrower (other than any of the Borrower’s Subsidiaries); provided that this Section 5.01(j) shall not be deemed to permit any transaction otherwise prohibited by the terms of this Agreement. Without prejudice to the foregoing, and to the extent attributable to its ownership of Holdings and its Subsidiaries; (f) Restricted Payments permitted under Section 7.06; (g) loans and not otherwise prohibited by any other Investments made by Holdings and its Restricted Subsidiaries to joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by the Borrower and its Restricted Subsidiaries in such joint venture) to the extent otherwise permitted under Section 7.02; (h) transactions by the Borrower and its Restricted Subsidiaries permitted under an express provision (including any exceptions thereto) of this Article VII; (i) employment and severance arrangements between the Borrower and its Restricted Subsidiaries and their respective officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements in the ordinary course of business; (j) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, directors, officers, employees and consultants of the Borrower and its Restricted Subsidiaries (or Holdings or any direct or indirect parent of Loan Documents, the Borrower in the ordinary course of business following transactions shall be deemed to the extent attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries); (k) transactions pursuant to agreements, instruments or arrangements in existence on the Closing Date and set forth on Schedule 6.17 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect; (l) customary payments by Holdings and any of its 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) in an aggregate amount not to exceed the amount set forth in the Management Agreement as of the date hereof, which payments are approved by the majority of the members of the board of directors of the Borrower or a majority of the disinterested members of the board of directors of the Borrower in good faith; (m) accelerations of earn-out payments owed to members of management or employees of Holdings or any of its Restricted Subsidiaries to the extent such member of management or employee uses the net proceeds of such payments to make an Investment in the form of common equity in a holding company and the cash proceeds of such Investment are contributed to the Borrower in the form of common equity; provided that such Investments do not count toward the Available Excluded Contribution Amount or the Cumulative Credit; (n) the issuance or transfer of Qualified Equity Interests of Borrower to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees, distributes or Affiliate of any of the foregoing) of the Borrower, any of its Subsidiaries or any direct or indirect parent of the Borrower; (o) 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 be in compliance with the terms first sentence of this Agreement that are fair to the Borrower and its 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 clause (as reasonably determined by the Borrower) as might reasonably have been obtained at such time from an unaffiliated party; j): (iA) any issuance transaction executed in accordance with the requirements of securities or rights pursuant to stock optionsPUHCA, stock ownership plans (including restricted stock plans), stock grants, directed share programs and other equity based incentive plans and (iiB) the execution, delivery and performance of any stockholder or registration rights agreement approved agreements made by the board of directors of the Borrower; (q) the entry into and/or the performance of any obligations of Holdings, the Borrower or any of its Restricted Subsidiaries with respect a utility to provide provider of last resort requirements, as such agreements are amended from time to time, so long as such provider of last resort agreements are with an Affiliate of the Borrower and approved by all applicable Governmental Authorities [Deleted: and][Inserted: ,] (C) any financial advisorytransaction authorized under a tariff or rate schedule which has been approved by the FERC[Inserted: , financing(D) any servicing arrangement or agreement on reasonable and customary terms between a Regulated Subsidiary and its Securitization SPV and (E) the payment by the Borrower or any of its Subsidiaries of salaries, underwriting benefits and other compensation to directors, officers and employees of the Borrower or placement services a Subsidiary of the Borrower]. For the avoidance of doubt, (I) any contracts existing on the date hereof to which the Borrower or in respect any of other investment banking activities, in its Subsidiaries is a party and copies of which have been delivered to the Lender Parties pursuant to Section 3.01 (and any renewals or replacements thereof on substantially the same terms) and (II) the Transaction Documents shall each case, which are entered into within the ordinary course of business or consistent be deemed to comply with past practice; and (rthis Section 5.01(j) payments to or from, and transactions with, joint ventures (except to the extent that the FERC or the SEC determines that any such joint venture contract is only an Affiliate not in conformance with Applicable Law and such non-conforming contract is not on terms described in clauses (i) or (ii) of this Section 5.01(j).” (e) To amend Section 5.01(n) of the Credit Agreement by inserting the text that appears below as a result of Investments by Holdings bolded and the Restricted Subsidiaries in such joint venture) in the ordinary course of business to the extent otherwise permitted under Section 7.02.underlined:

Transactions with Affiliates. The Borrower Holdings will conductnot, and cause each of its Restricted Subsidiaries to conduct, all transactions with will not permit any of its Affiliates (other than the Borrower and its Restricted Subsidiaries) involving aggregate payments or consideration in excess of the greater of $50,000,000 and 5.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) for Subsidiaries to, enter into any individual transaction or series of related transactions transactions, whether or not in the ordinary course of business, with any Affiliate of Holdings or any of its Subsidiaries, other than in the ordinary course of business and on terms that are at least and conditions substantially as favorable to the Borrower Holdings or such Restricted Subsidiary as it would obtain reasonably be obtained by Holdings or such Subsidiary at that time in a comparable arm’sarm's-length transaction with a Person that is not other than an Affiliate, as determined by the board of directors of the Borrower or such Restricted Subsidiary in good faith; provided except that the foregoing restrictions following in any event shall not apply tobe permitted: (ai) [reserved]Dividends may be paid to the extent provided in Section 8.03; (bii) [reserved]loans may be made and other transactions may be entered into by Holdings and its Subsidiaries to the extent permitted by Sections 8.02, 8.04 and 8.05; (ciii) the Transactions and the payment of customary fees and expenses (including Transaction Expenses) as part of or in connection with the Transactions; (d) Transactions in connection with a Qualified Securitization Facility; (e) (i) so long as no Event of Default has occurred and is continuing, (A) the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees) pursuant to and not in excess of the amounts set forth in the Management Agreement and (B) indemnifications and reimbursement expenses, in each case, pursuant to the Management Agreement; provided that, upon the occurrence and during the continuance of an Event of Default such amounts described in clauses (A) and (B) may accrue, but not be payable in cash during such period, but all such accrued amounts may be payable in cash upon the cure or waiver of such Event of Default and (ii) the payment of indemnities and reasonable expenses of the Sponsor paid to the extent attributable to its ownership non-officer directors of Holdings and its Subsidiaries; (fiv) Restricted Payments permitted so long as no Default under Section 7.067.01, 7.02(a), 9.01(a), 9.01(f) or 9.01(g) shall exist and no Event of Default shall exist, the Borrower may pay management fees to CHS Management and its Affiliates monthly in arrears pursuant to, and in accordance with, the terms of the CHS Management Agreement (as in effect on the Closing Date) in an aggregate amount for all such Persons taken together not to exceed $83,334 per month plus the reasonable out-of-pocket expenses incurred by CHS Management and its Affiliates in performing management services for the Borrower pursuant to the CHS Management Agreement (it being understood and agreed that the reimbursement of such reasonable out-of-pocket expenses may be made whether or not any Default or Event of Default exists); (gv) loans the Borrower may pay a one time transaction fee to CHS and other Investments made its Affiliates on the Closing Date in the aggregate amount of $3,000,000 for all such Persons taken together plus the reasonable out-of-pocket expenses incurred by CHS and its Affiliates in connection with the Transaction and the Exchange Offer; (vi) the Borrower may pay, in connection with any Permitted Acquisition, a transaction fee to CHS Management and its Affiliates in an aggregate amount for all such Persons taken together not to exceed 1% of the aggregate value of any such Permitted Acquisition; (vii) Holdings and its Restricted Subsidiaries to joint ventures may enter into and perform their obligations under the Holdings Tax Sharing Agreement; (to the extent any such joint venture is only an Affiliate as a result of Investments by viii) transactions entered into between or among the Borrower and its Restricted Subsidiaries in such joint venture) to the extent otherwise expressly permitted under Section 7.02by this Agreement; (hix) transactions by the Borrower Holdings and its Restricted Subsidiaries permitted under an express provision may enter into employment arrangements (including any exceptions theretobenefit compensation, bonuses and stock option and plans) with respect to the procurement of this Article VII; (i) employment and severance arrangements between the Borrower and its Restricted Subsidiaries and services with their respective officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements in the ordinary course of business; (j) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, directors, officers, employees and consultants of the Borrower and its Restricted Subsidiaries (or Holdings or any direct or indirect parent of the Borrower in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries); (k) transactions pursuant to agreements, instruments or arrangements in existence on the Closing Date and set forth on Schedule 6.17 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect; (l) customary payments by Holdings and any of its 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) in an aggregate amount not to exceed the amount set forth in the Management Agreement as of the date hereof, which payments are approved by the majority of the members of the board of directors of the Borrower or a majority of the disinterested members of the board of directors of the Borrower in good faith; (m) accelerations of earn-out payments owed to members of management or employees of Holdings or any of its Restricted Subsidiaries to the extent such member of management or employee uses the net proceeds of such payments to make an Investment in the form of common equity in a holding company and the cash proceeds of such Investment are contributed to the Borrower in the form of common equity; provided that such Investments do not count toward the Available Excluded Contribution Amount or the Cumulative Credit; (n) the issuance or transfer of Qualified Equity Interests of Borrower to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees, distributes or Affiliate of any of the foregoing) of the Borrower, any of its Subsidiaries or any direct or indirect parent of the Borrower; (o) 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 its 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 reasonably determined by the Borrower) as might reasonably have been obtained at such time from an unaffiliated party; (i) any issuance of securities or rights pursuant to stock options, stock ownership plans (including restricted stock plans), stock grants, directed share programs and other equity based incentive plans and (ii) the execution, delivery and performance of any stockholder or registration rights agreement approved by the board of directors of the Borrower; (q) the entry into and/or the performance of any obligations of Holdings, the Borrower or any of its Restricted Subsidiaries with respect to any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, in each case, which are entered into within the ordinary course of business or consistent with past practice; and (rx) payments Holdings may issue and sell shares of its capital stock to or from, and transactions with, joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by Holdings and the Restricted Subsidiaries in such joint venture) in the ordinary course of business its stockholders to the extent otherwise permitted under Section 7.02by this Agreement.

Transactions with Affiliates. The None of Holdings, the Parent Borrower or any Foreign Subsidiary Borrower will, nor will conductthey permit any Subsidiary to, and cause each of its Restricted Subsidiaries to conductsell, all lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with with, any of its Affiliates (other than the Borrower and its Restricted Subsidiaries) involving aggregate payments or consideration in excess of the greater of $50,000,000 and 5.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) for any individual transaction or series of related transactions on terms that are at least substantially as favorable to the Borrower or such Restricted Subsidiary as it would obtain in a comparable arm’s-length transaction with a Person that is not an AffiliateAffiliates, as determined by the board of directors of the Borrower or such Restricted Subsidiary in good faith; provided that the foregoing restrictions shall not apply toexcept: (a) [reserved]transactions that do not involve Holdings and are at prices and on terms and conditions not less favorable to the Parent Borrower or such Subsidiary than could be obtained on an arm's-length basis from unrelated third parties; (b) [reserved]transactions between or among the Parent Borrower and the Subsidiaries not involving any other Affiliate (to the extent not otherwise prohibited by other provisions of this Agreement); (c) the Transactions and the payment of fees and expenses (including Transaction Expenses) as part of or in connection with the Transactionsany Restricted Payment permitted by Section 6.08; (d) Transactions transactions pursuant to agreements in connection with a Qualified Securitization Facilityeffect on the Effective Date and listed on Schedule 6.09 to the Original Credit Agreement (provided that this clause (d) shall not apply to any extension, or renewal of, or any amendment or modification of such agreements that is less favorable to the Parent Borrower or the applicable Subsidiaries, as the case may be); (e) (i) so long as no Event of Default has occurred and is continuing, (A) the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees) pursuant to and not in excess of the amounts set forth in the Management Agreement and (B) indemnifications and reimbursement expenses, in each case, pursuant to the Management Agreement; provided that, upon the occurrence and during the continuance of an Event of Default such amounts described in clauses (A) and (B) may accrue, but not be payable in cash during such period, but all such accrued amounts may be payable in cash upon the cure or waiver of such Event of Default Transactions and (ii) the payment TriMas Transactions and the TriMas Affiliate Agreements (provided that this clause (e)(ii) shall not apply to any extension, or renewal of, or any amendment or modification of indemnities and reasonable expenses of the Sponsor such agreements that is less favorable in any material respect, taken as a whole, to the extent attributable to its ownership of Holdings and its Parent Borrower or the applicable Subsidiaries, as the case may be); (f) Restricted Payments permitted under Section 7.06the payment, on a quarterly basis, of management fees to Heartland and/or its Affiliates in accordance with the Heartland Management Agreement, provided that the annual amount of such management fees shall not exceed $4,000,000; (g) loans and other Investments made by Holdings and the reimbursement of Heartland and/or its Restricted Subsidiaries to joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by the Borrower and its Restricted Subsidiaries in such joint venture) to the extent otherwise permitted under Section 7.02; (h) transactions by the Borrower and its Restricted Subsidiaries permitted under an express provision (including any exceptions thereto) of this Article VII; (i) employment and severance arrangements between the Borrower and its Restricted Subsidiaries and Affiliates for their respective officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements in the ordinary course of business; (j) the payment of customary fees and reasonable out-of-pocket costs toexpenses incurred by them in connection with the Transactions and performing management services to Holdings, the Parent Borrower and indemnities provided on behalf ofthe Subsidiaries, directorspursuant to the Heartland Management Agreement; (h) the payment of one time fees to Heartland and/or its Affiliates in connection with any Permitted Acquisition, officers, employees such fees to be payable at the time of each such acquisition and consultants not to exceed the percentage of the aggregate consideration paid by Holdings, the Parent Borrower and its Restricted Subsidiaries (or Holdings or for any direct or indirect parent of the Borrower such acquisition as specified in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries);Heartland Management Agreement; and (ki) transactions pursuant payments to agreements, instruments or arrangements in existence on the Closing Date and set forth on Schedule 6.17 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect; (l) customary payments by Holdings and any of Heartland and/or its Restricted Subsidiaries to the Sponsor made Affiliates for any financial advisoryadvisor, financing, underwriting underwriter or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures) in an aggregate amount not rendered to exceed the amount set forth in the Management Agreement as of the date hereof, which payments are approved by the majority of the members of the board of directors of the Borrower or a majority of the disinterested members of the board of directors of the Borrower in good faith; (m) accelerations of earn-out payments owed to members of management or employees of Holdings or any of its Restricted Subsidiaries to the extent such member of management or employee uses the net proceeds of such payments to make an Investment in the form of common equity in a holding company and the cash proceeds of such Investment are contributed to the Borrower in the form of common equity; provided that such Investments do not count toward the Available Excluded Contribution Amount or the Cumulative Credit; (n) the issuance or transfer of Qualified Equity Interests of Borrower to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees, distributes or Affiliate of any of the foregoing) of the Borrower, any of its Subsidiaries or any direct or indirect parent of the Borrower; (o) 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 its 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 reasonably determined by the Borrower) as might reasonably have been obtained at such time from an unaffiliated party; (i) any issuance of securities or rights pursuant to stock options, stock ownership plans (including restricted stock plans), stock grants, directed share programs and other equity based incentive plans and (ii) the execution, delivery and performance of any stockholder or registration rights agreement approved by the board of directors of the Borrower; (q) the entry into and/or the performance of any obligations of Holdings, the Parent Borrower or any of its Restricted Subsidiaries with respect to any financial advisorythe Subsidiaries, financing, underwriting or placement services or in respect of other investment banking activities, in each case, which are entered into within the ordinary course of business or consistent with past practice; and (r) payments to or from, and transactions with, joint ventures (pursuant to the extent any such joint venture is only an Affiliate as a result of Investments by Holdings and the Restricted Subsidiaries in such joint venture) in the ordinary course of business to the extent otherwise permitted under Section 7.02Heartland Management Agreement.

Transactions with Affiliates. The Borrower will conductnot, and cause each of its nor will the Borrower permit any Restricted Subsidiaries to conductSubsidiary to, all sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with with, any of its Affiliates (other than the Borrower and its Restricted Subsidiaries) involving aggregate payments or consideration Affiliates, with a fair market value in excess of the greater of (x) $50,000,000 7,500,000 and 5.0(y) 7.5% of Consolidated LTM EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined calculated on a Pro Forma Basis in accordance with Section 1.09) for any individual transaction or series of related transactions on terms that are at least substantially as favorable to the Borrower or such Restricted Subsidiary as it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate, as determined by the board of directors of the Borrower or such Restricted Subsidiary in good faith; provided that the foregoing restrictions shall not apply toApplicable Date of Determination except: (a) [reserved]transactions at prices and on terms and conditions (taken as a whole) not materially less favorable to the Borrower, such Holding Company or such Restricted Subsidiary than could reasonably be expected to be obtained on an arm’s-length basis from unrelated third parties (as determined in good faith by the Borrower); (b) [reserved]transactions between or among the Loan Parties (or any entity that becomes a Loan Party as a result of such transaction) not involving any other Affiliate; (c) the Transactions loans or advances to employees, officers and the payment of fees and expenses (including Transaction Expenses) as part of or in connection with the Transactionsdirectors permitted under Section 6.04; (d) Transactions in connection with a Qualified Securitization Facilitypayroll, travel and similar advances to cover matters permitted under Section 6.04; (e) (i) so long as no Event of Default has occurred and is continuing, (A) the payment of management, monitoring, consulting, advisory reasonable fees and other fees (including transaction and termination fees) pursuant reimbursement of out-of-pocket expenses to and not in excess directors of the amounts set forth in Borrower, the Management Agreement and (B) indemnifications and reimbursement expensesHolding Companies, in each case, pursuant to the Management Agreement; provided that, upon the occurrence and during the continuance of an Event of Default such amounts described in clauses (A) and (B) may accrue, but not be payable in cash during such period, but all such accrued amounts may be payable in cash upon the cure any Parent Entity or waiver of such Event of Default and (ii) the payment of indemnities and reasonable expenses of the Sponsor to the extent attributable to its ownership of Holdings and its Subsidiariesany Restricted Subsidiary; (f) Restricted Payments permitted under Section 7.06; (g) loans and other Investments made by Holdings and its Restricted Subsidiaries to joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by the Borrower and its Restricted Subsidiaries in such joint venture) to the extent otherwise permitted under Section 7.02; (h) transactions by the Borrower and its Restricted Subsidiaries permitted under an express provision compensation (including any exceptions theretobonuses) of this Article VII; (i) and employee benefit arrangements paid to, indemnities provided for the benefit of, and employment and severance arrangements between entered into with, directors, officers, managers, consultants or employees of the Holding Companies, the Borrower and its Restricted or the Subsidiaries and their respective officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements in the ordinary course of business; (j) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, directors, officers, employees and consultants of the Borrower and its Restricted Subsidiaries (or Holdings or any direct or indirect parent of the Borrower in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries); (k) transactions pursuant to agreements, instruments or arrangements in existence on the Closing Date and set forth on Schedule 6.17 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect; (l) customary payments by Holdings and any of its 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 the Transactions and any other transaction permitted hereunder; (g) any issuances of securities or divestituresother payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans; (h) in an aggregate amount not payment of fees and expenses pursuant to exceed the amount set forth in the Management Agreement as of the date hereofTransactions, which payments are approved by the majority of the members of the board of directors of the Borrower or a majority of the disinterested members of the board of directors of the Borrower in good faith; (i) any Restricted Payment or payment of Indebtedness not prohibited by Section 6.06; (j) any transaction among the Holding Companies, the Borrower and the Restricted Subsidiaries for the sharing of liabilities for taxes, so long as the payments made pursuant to such transaction are made by and among the common members of an “affiliated group” (as defined in the Code); (k) transactions between and among any Holding Company, any Parent Entity, the Borrower and the Guarantors which are in the ordinary course of business with respect to the Equity Interests in any Holding Company or any Parent Entity, such as shareholder agreements, registration agreements and including providing expense reimbursement and indemnities in respect thereof; (l) the Transactions; (m) accelerations the existence and performance of earn-out payments owed agreements and transactions with any Unrestricted Subsidiary that were entered into prior to members the designation of management or employees of Holdings or any of its a Restricted Subsidiaries Subsidiary as such Unrestricted Subsidiary to the extent that the transaction was permitted at the time that it was entered into with such member of management or employee uses the net proceeds of such payments to make Restricted Subsidiary and transactions entered into by an Investment in the form of common equity in a holding company and the cash proceeds of such Investment are contributed Unrestricted Subsidiary with an Affiliate prior to the Borrower in the form redesignation of common equity; provided that any such Investments do not count toward the Available Excluded Contribution Amount or the Cumulative CreditUnrestricted Subsidiary as a Restricted Subsidiary; (n) the issuance any customary transaction with a Receivables Facility, Qualified Securitization Financing or transfer a Securitization Subsidiary effected as part of a Qualified Equity Interests of Borrower to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees, distributes or Affiliate of any of the foregoing) of the Borrower, any of its Subsidiaries or any direct or indirect parent of the BorrowerSecuritization Financing; (o) any Intercompany License Agreements; (p) transactions set forth on Schedule 6.07, as those agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time in accordance with the other terms of this covenant or to the extent not more disadvantageous to the Secured Parties in any material respect (taken as a whole); (q) payments to or from, and transactions with, Joint Ventures (to the extent any such Joint Venture is only an Affiliate as a result of Investments by the Borrower and the Restricted Subsidiaries in such Joint Venture) in the ordinary course of business; (r) loans and other transactions by and among the Holding Companies and the Restricted Subsidiaries; (s) transactions by the Holding Companies, and the Restricted Subsidiaries with customers, clients, joint venture 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 Holding Companies and its the Restricted Subsidiaries, as determined in the reasonable determination of good faith by the board of directors or the senior management of the Borrowerrelevant Person, or are on terms at least as favorable (as reasonably determined by the Borrower) as might reasonably have been obtained at such time from an unaffiliated party; (it) transactions in which any issuance Holding Company or any Restricted Subsidiary, as the case may be, delivers to the Administrative Agent a letter from an independent financial advisor stating that such transaction is fair to such Holding Company or such Restricted Subsidiary from a financial point of securities view or rights pursuant to stock options, stock ownership plans meets the requirements of clause (including restricted stock plans), stock grants, directed share programs and other equity based incentive plans and (iia) the execution, delivery and performance of any stockholder or registration rights agreement approved by the board of directors of the Borrowerthis Section 6.07; (qu) the entry into and/or the performance of any obligations of Holdings, the Borrower Permitted Investor Payments; (v) transactions with Affiliated Lenders permitted pursuant to (i) Section 9.04 or any of its Restricted Subsidiaries similar provision in any documentation with respect to any financial advisoryPermitted Refinancing of the Obligations, financing, underwriting (ii) Section 9.04 of the Second Lien Credit Agreement or placement services any similar provision in any documentation with respect to any Permitted Refinancing thereof or (iii) any similar provision in any Additional Debt documentation or any documentation with respect of other investment banking activitiesto any Permitted Refinancing thereof, in each casecase in this clause (w), which are entered into within to the ordinary course of business or consistent with past practiceextent not otherwise prohibited hereunder; and (rw) payments transactions referred to or from, and transactions with, joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by Holdings and the Restricted Subsidiaries in such joint venture) in the ordinary course of business to the extent otherwise permitted under Section 7.026.04(ff).

Transactions with Affiliates. The Borrower will conduct, and cause each of its Restricted Subsidiaries to conduct, all transactions with Enter into any of its Affiliates transaction (other than the Borrower and its Restricted Subsidiaries) involving aggregate payments or consideration in excess of the greater of $50,000,000 and 5.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) for any individual transaction or series of related transactions) of any kind with any Affiliate of the Borrower or any of its Subsidiaries, whether or not in the ordinary course of business, other than (a) transactions among the Borrower and the Subsidiary Guarantors or any entity that becomes a Subsidiary Guarantor as a result of such transaction, (b) on terms that are at least substantially as favorable to the Borrower or such Restricted Subsidiary as it would obtain be obtainable by the Borrower or such Subsidiary at the time in a comparable arm’s-length transaction with a Person that is not other than an Affiliate, as determined provided that (i) with respect to any transaction (or series of related transactions) involving consideration of more than $2,000,000, such transaction shall be approved by the majority of the directors of the Holding Companies (or, following a Qualified IPO of the Borrower, a majority of the board of directors of the Borrower or such Restricted Subsidiary in good faith; provided that the foregoing restrictions shall not apply to: (aBorrower) [reserved]; (b) [reserved]; (c) the Transactions and the payment of fees and expenses (including Transaction Expenses) as part of or in connection with the Transactions; (d) Transactions in connection with a Qualified Securitization Facility; (e) (i) so long as no Event of Default has occurred and is continuing, (A) the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees) pursuant to and not in excess of the amounts set forth in the Management Agreement and (B) indemnifications and reimbursement expenses, in each case, pursuant to the Management Agreement; provided that, upon the occurrence and during the continuance of an Event of Default such amounts described in clauses (A) and (B) may accrue, but not be payable in cash during such period, but all such accrued amounts may be payable in cash upon the cure or waiver of such Event of Default and (ii) with respect to any transaction (or series of related transactions) involving consideration of more than $20,000,000, the payment Borrower shall have received a favorable fairness opinion from a reputable third-party appraiser of indemnities and reasonable expenses of the Sponsor to the extent attributable to its ownership of Holdings and its Subsidiaries; recognized standing, (f) Restricted Payments permitted under Section 7.06; (gc) loans and other Investments made by Holdings and its Restricted Subsidiaries to joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by the Borrower and its Restricted Subsidiaries in such joint venture) to the extent otherwise permitted under Section 7.02; (h) transactions by the Borrower and its the Restricted Subsidiaries to the extent expressly permitted under an express provision (including any exceptions thereto) of this Article VII; 7, (id) employment and severance arrangements between the Borrower and its Restricted Subsidiaries and their respective officers and employees in the ordinary course of business business, (e) payments by the Holding Companies, the Borrower and transactions their respective Subsidiaries pursuant to, and in accordance with the terms of, the Holding Company Tax Sharing Agreement or a Subsidiary Tax Sharing Agreement, as applicable, provided that payments in respect of the Holding Companies members’ actual state and United States federal income tax liabilities in respect of income earned by Unrestricted Subsidiaries during any period shall be permitted solely to the extent of payments received from (or credits used by) Unrestricted Subsidiaries pursuant to stock option plans and employee benefit plans and arrangements in the ordinary course of business; Subsidiary Tax Sharing Agreements with respect to such period, (jf) the payment of customary fees and reasonable out-of-out of pocket costs to, and indemnities provided on behalf of, directors, officers, board managers and employees and consultants of the Borrower and its Restricted Subsidiaries (or Holdings or any direct or indirect parent of the Borrower in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries); , (kg) transactions pursuant to agreements, instruments or arrangements permitted agreements in existence on the Closing Date and set forth on Schedule 6.17 7.08 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect; , (h) transactions pursuant to the Management Agreements and, subject to the Management Fee Subordination Agreements, payment of fees and expenses owing thereunder, (i) dividends, redemptions and repurchases permitted under Section 7.06, (j) the Non-Compete Agreement, (k) transactions pursuant to the Borrower IP Agreements, Opco IP Agreements and the GVR IP Agreements, (l) customary payments by Holdings and any of its 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) in an aggregate amount not to exceed the amount set forth in the Management Agreement as of the date hereof, which payments are approved by the majority of the members of the board of directors of expense sharing arrangements entered into between the Borrower or a majority of the disinterested members of the board of directors of the Borrower in good faith; (m) accelerations of earn-out payments owed to members of management or employees of Holdings or any of its Restricted and Unrestricted Subsidiaries to the extent such member of management or employee uses the net proceeds of such payments to make an Investment in the form of common equity in a holding company and the cash proceeds of such Investment are contributed to the Borrower in the form of common equity; provided that such Investments do not count toward the Available Excluded Contribution Amount or the Cumulative Credit; (n) the issuance or transfer of Qualified Equity Interests of Borrower to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees, distributes or Affiliate of any of the foregoing) of the Borrower, any of its Subsidiaries or any direct or indirect parent of the Borrower; (o) 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 pursuant to which such Unrestricted Subsidiaries shall reimburse the Borrower for certain shared expenses, and otherwise (m) payments by the Holding Companies or their respective Subsidiaries to a Manager and its Subsidiaries (other than the Holding Companies and their respective Subsidiaries) pursuant to, and in compliance accordance with the terms of this Agreement that are fair to the Borrower and its 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 reasonably determined by the Borrower) as might reasonably have been obtained at such time from an unaffiliated party; (i) any issuance of securities or rights pursuant to stock options, stock ownership plans (including restricted stock plans), stock grants, directed share programs and other equity based incentive plans and (ii) the execution, delivery and performance of any stockholder or registration rights agreement approved by the board of directors of the Borrower; (q) the entry into and/or the performance of any obligations of Holdingsof, the Borrower or any of its Restricted Subsidiaries with respect to any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, in each case, which are entered into within the ordinary course of business or consistent with past practice; and (r) payments to or from, and transactions with, joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by Holdings and the Restricted Subsidiaries in such joint venture) in the ordinary course of business to the extent otherwise permitted under Section 7.02Manager Allocation Agreement.

Transactions with Affiliates. The Borrower will conductBorrowers shall not, and shall not cause each of its Restricted Subsidiaries to conductor permit any Subsidiary to, all transactions directly or indirectly, enter into any transaction with any Affiliate of its Affiliates US Borrower (other than a Borrower or a Subsidiary if no portion of such Subsidiary is owned (other than through US Borrower or the Borrower and its Restricted Subsidiaries) involving aggregate payments by Persons who control (directly or consideration in excess of the greater of $50,000,000 indirectly) Holding), except upon fair and 5.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) for any individual transaction or series of related transactions on reasonable terms that are at least substantially as no less favorable to the such Borrower or such Restricted Subsidiary as it than would obtain in a comparable arm’sarm's-length transaction with a Person that is not an Affiliate, as determined by the board Affiliate of directors of the US Borrower or such Restricted Subsidiary in good faithSubsidiary; provided provided, however, that the foregoing restrictions following shall not apply to: in any event be permitted: (a) [reserved]; (b) [reserved]; (c) the Transactions and the payment of fees and expenses (including Transaction Expenses) as part of or in connection with the Transactions; (d) Transactions in connection with a Qualified Securitization Facility; (e) (i) so long as no Event of Default has occurred and is continuing, (A) the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees) pursuant to and not in excess of the amounts set forth in the Management Agreement and (B) indemnifications and reimbursement expenses, in each case, pursuant to the Management Agreement; provided that, upon the occurrence and during the continuance of an Event of Default such amounts described in clauses (A) and (B) may accrue, but not be payable in cash during such period, but all such accrued amounts may be payable in cash upon the cure or waiver of such Event of Default and (ii) the payment of indemnities and reasonable expenses of the Sponsor to the extent attributable to its ownership of Holdings and its Subsidiaries; (f) Restricted Payments permitted under Section 7.06; (g) loans and other Investments made by Holdings and its Restricted Subsidiaries to joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by the Borrower and its Restricted Subsidiaries in such joint venture) to the extent otherwise permitted under Section 7.02; (h) transactions by the Borrower and its Restricted Subsidiaries permitted under an express provision (including any exceptions thereto) of this Article VII; (i) employment and severance arrangements between the Borrower and its Restricted Subsidiaries and their respective officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements in the ordinary course of business; (j) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, directors, officers, employees and consultants of the Borrower and its Restricted Subsidiaries (or Holdings or any direct or indirect parent of the Borrower in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries); (k) transactions pursuant to agreements, instruments or arrangements in existence on the Original Closing Date and set forth on Schedule 6.17 or any amendment thereto of one time fees to the extent such an amendment is not adverse to the Lenders in any material respect; (l) customary payments by Holdings and any of its 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) AEA in an aggregate amount not to exceed U.S. $5.50 million (plus reasonable out-of-pocket expenses incurred by AEA in providing services to US Borrower, including monies advanced for the amount set forth purchase of currency options and contracts entered into in connection with consummation of the M-T Acquisition); (b) the payment, on a quarterly basis, of management fees to AEA pursuant to the Management Services Agreement as in an aggregate amount (for all such Persons taken together) not to exceed U.S. $250,000 in any fiscal quarter of US Borrower; provided, however, that no Event of Default or Unmatured Event of Default pursuant to Section 9.1(a) then exists or would result therefrom; (c) the date hereof, which reimbursement of AEA for its reasonable out-of-pocket expenses incurred by it in connection with performing management services to US Borrower and the Subsidiaries pursuant to the Management Services Agreement; (d) Restricted Payments permitted by Section 8.13; (e) US Borrower and the Domestic Subsidiaries may enter into the Tax Sharing Agreement and may make payments thereunder; (f) the payment of reasonable and customary regular fees to directors of US Borrower or any Subsidiary who are approved by the majority not employees of the members US Borrower or any Subsidiary; (g) any transaction with an officer or member of the board of directors of the US Borrower or a majority of the disinterested members of the board of directors of the Borrower in good faith; (m) accelerations of earn-out payments owed to members of management or employees of Holdings or any of its Restricted Subsidiaries to the extent such member of management or employee uses the net proceeds of such payments to make an Investment in the form of common equity in a holding company and the cash proceeds of such Investment are contributed to the Borrower in the form of common equity; provided that such Investments do not count toward the Available Excluded Contribution Amount or the Cumulative Credit; (n) the issuance or transfer of Qualified Equity Interests of Borrower to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees, distributes or Affiliate of any of the foregoing) of the Borrower, any of its Subsidiaries or any direct or indirect parent of the Borrower; (o) transactions with customers, clients, joint venture partners, suppliers or purchasers or sellers of goods or services, in each case Subsidiary in the ordinary course of business and otherwise in compliance with the terms of this Agreement that are fair involving compensation, indemnity or employee benefit arrangements; (h) loans or advances to the Borrower and its 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 reasonably determined employees permitted by the Borrower) as might reasonably have been obtained at such time from an unaffiliated party; subsection 8.4(j); (i) any issuance of securities or rights pursuant to stock options, stock ownership plans the M-T Acquisition and all transactions related thereto (including restricted stock plans), stock grants, directed share programs but not limited to the financing thereof) to the extent consummated in accordance with the M-T Acquisition Documents and other equity based incentive plans the Safeline Acquisitions and all transactions related thereto (iiincluding but not limited to the financing thereof) to the execution, delivery and performance of extent consummated in accordance with the Safeline Acquisition Documents; (j) any stockholder or registration rights agreement approved by the board of directors of the Borrower; (q) the entry into and/or the performance of any obligations of Holdings, the Borrower or any of its Restricted Subsidiaries with respect to any financial advisory, financing, underwriting or placement services or transaction in respect of other investment banking activities, in each case, which are entered into within the ordinary course of business or consistent with past practiceapproved by a majority of the Disinterested Directors, between US Borrower or any Subsidiary and any Affiliate of US Borrower controlled by US Borrower that is a Joint Venture or similar entity primarily engaged in a Related Business; and provided, however, that no person or entity which has an economic interest in Holding has an interest in such Joint Venture other than through US Borrower or any Subsidiary; (rk) payments to or from, and transactions with, joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by Holdings US Borrower and the Restricted Subsidiaries may enter into and perform its obligations under the Ciba Reimbursement Agreement and the Ciba Loan Documents; (l) the payment on the Safeline Closing Date of one time fees to AEA in such joint venturean aggregate amount not to exceed U.S. $1.5 million (plus reasonable out-of-pocket expenses incurred by AEA in connection with the Safeline Acquisition); and (m) in the ordinary course fee payable upon the termination of business to the extent otherwise permitted under Section 7.02Management Services Agreement.

Transactions with Affiliates. The None of Holdings, the Parent Borrower, any Subsidiary Term Borrower or any Foreign Subsidiary Borrower will, nor will conductthey permit any Subsidiary to, and cause each of its Restricted Subsidiaries to conductsell, all lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with with, any of its Affiliates (other than the Borrower and its Restricted Subsidiaries) involving aggregate payments or consideration in excess of the greater of $50,000,000 and 5.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) for any individual transaction or series of related transactions on terms that are at least substantially as favorable to the Borrower or such Restricted Subsidiary as it would obtain in a comparable arm’s-length transaction with a Person that is not an AffiliateAffiliates, as determined by the board of directors of the Borrower or such Restricted Subsidiary in good faith; provided that the foregoing restrictions shall not apply toexcept: (a) [reserved]transactions that are at prices and on terms and conditions not less favorable to the Parent Borrower or such Subsidiary than could be obtained on an arm's-length basis from unrelated third parties; (b) [reserved]transactions between or among the Parent Borrower and the Subsidiaries not involving any other Affiliate (to the extent not otherwise prohibited by other provisions of this Agreement); (c) the Transactions and the payment of fees and expenses (including Transaction Expenses) as part of or in connection with the Transactionsany Restricted Payment permitted by Section 6.08; (d) Transactions transactions pursuant to agreements in connection with a Qualified Securitization Facilityeffect on the Effective Date and listed on Schedule 6.09 (provided that this clause (d) shall not apply to any extension, or renewal of, or any amendment or modification of such agreements that is less favorable to the Parent Borrower or the applicable Subsidiaries, as the case may be); (e) (i) so long as no Event the payment, on a quarterly basis, of Default has occurred and is continuing, (A) management fees to Heartland and/or its Affiliates in accordance with the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees) pursuant to and not in excess of the amounts set forth in the Management Agreement and (B) indemnifications and reimbursement expenses, in each case, pursuant to the Heartland Management Agreement; , provided that, upon that the occurrence and during the continuance of an Event of Default such amounts described in clauses (A) and (B) may accrue, but not be payable in cash during such period, but all such accrued amounts may be payable in cash upon the cure or waiver annual amount of such Event of Default and (ii) the payment of indemnities and reasonable expenses of the Sponsor to the extent attributable to its ownership of Holdings and its Subsidiariesmanagement fees shall not exceed $4,000,000; (f) Restricted Payments permitted under Section 7.06; (g) loans and other Investments made by Holdings and the reimbursement of Heartland and/or its Restricted Subsidiaries to joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by the Borrower and its Restricted Subsidiaries in such joint venture) to the extent otherwise permitted under Section 7.02; (h) transactions by the Borrower and its Restricted Subsidiaries permitted under an express provision (including any exceptions thereto) of this Article VII; (i) employment and severance arrangements between the Borrower and its Restricted Subsidiaries and Affiliates for their respective officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements in the ordinary course of business; (j) the payment of customary fees and reasonable out-of-pocket costs toexpenses incurred by them in connection with the Transactions and performing management services to Holdings, the Parent Borrower and indemnities provided on behalf ofthe Subsidiaries, directorspursuant to the Heartland Management Agreement; (g) the payment of one time fees to Heartland and/or its Affiliates in connection with any Permitted Acquisition, officers, employees such fees to be payable at the time of each such acquisition and consultants not to exceed the percentage of the aggregate consideration paid by Holdings, the Parent Borrower and its Restricted Subsidiaries (or Holdings or for any direct or indirect parent of the Borrower such acquisition as specified in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries);Heartland Management Agreement; and (kh) transactions pursuant payments to agreements, instruments or arrangements in existence on the Closing Date and set forth on Schedule 6.17 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect; (l) customary payments by Holdings and any of Heartland and/or its Restricted Subsidiaries to the Sponsor made Affiliates for any financial advisoryadvisor, financing, underwriting underwriter or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures) in an aggregate amount not rendered to exceed the amount set forth in the Management Agreement as of the date hereof, which payments are approved by the majority of the members of the board of directors of the Borrower or a majority of the disinterested members of the board of directors of the Borrower in good faith; (m) accelerations of earn-out payments owed to members of management or employees of Holdings or any of its Restricted Subsidiaries to the extent such member of management or employee uses the net proceeds of such payments to make an Investment in the form of common equity in a holding company and the cash proceeds of such Investment are contributed to the Borrower in the form of common equity; provided that such Investments do not count toward the Available Excluded Contribution Amount or the Cumulative Credit; (n) the issuance or transfer of Qualified Equity Interests of Borrower to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees, distributes or Affiliate of any of the foregoing) of the Borrower, any of its Subsidiaries or any direct or indirect parent of the Borrower; (o) 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 its 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 reasonably determined by the Borrower) as might reasonably have been obtained at such time from an unaffiliated party; (i) any issuance of securities or rights pursuant to stock options, stock ownership plans (including restricted stock plans), stock grants, directed share programs and other equity based incentive plans and (ii) the execution, delivery and performance of any stockholder or registration rights agreement approved by the board of directors of the Borrower; (q) the entry into and/or the performance of any obligations of Holdings, the Parent Borrower or any of its Restricted Subsidiaries with respect to any financial advisorythe Subsidiaries, financing, underwriting or placement services or in respect of other investment banking activities, in each case, which are entered into within the ordinary course of business or consistent with past practice; and (r) payments to or from, and transactions with, joint ventures (pursuant to the extent any such joint venture is only an Affiliate as a result of Investments by Holdings and the Restricted Subsidiaries in such joint venture) in the ordinary course of business to the extent otherwise permitted under Section 7.02Heartland Management Agreement.

Transactions with Affiliates. The (a) Borrower will conductshall not, and cause each directly or indirectly, purchase, acquire or lease any property or receive any goods or services from, or sell, transfer or lease any property or services to, any Affiliate of its Restricted Subsidiaries to conductBorrower, all transactions with any of its Affiliates except for ------ --- (other than the Borrower and its Restricted Subsidiariesi) involving aggregate payments or consideration in excess of the greater of $50,000,000 and 5.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) for any individual transaction or series of related such transactions on terms that are at least substantially as no less favorable to the Borrower or such Restricted Subsidiary as it than would obtain have been obtained in a comparable arm’s-an arm's length transaction with a Person that person who is not an Affiliate, (ii) the arrangements of Borrower with PNY France (or any other substantially wholly-owned foreign subsidiary of Borrower, provided, that, -------- ---- nothing contained herein shall be construed to constitute the consent of Agent or Lender to the formation or acquisition of such foreign subsidiary) pursuant to which PNY France or such other foreign subsidiary shall purchase semiconductor chips and other related components and materials for Borrower as the purchasing agent of Borrower in accordance with the terms of the Commissionaire Agreement, dated January 1, 1996, between PNY France and Borrower (as in effect on the date hereof) or an agreement containing substantially similar terms with such other foreign subsidiary, (iii) sales by Borrower from time to time to PNY France or any other substantially wholly-owned foreign subsidiary of Borrower (provided, that, -------- ---- nothing contained herein shall be construed to constitute the consent of Agent or Lender to the formation or acquisition of such foreign subsidiary) of inventory of Borrower in accordance with the terms of the Purchase and Sale Agreement, dated as of January 1, 1996, between Borrower and PNY France or an agreement containing substantially similar terms with such other foreign subsidiary, (iv) sales of equipment by Borrower to PNY France or any other substantially wholly-owned foreign subsidiary of Borrower (provided, that, -------- ---- nothing contained herein shall be construed to constitute the consent of Agent or Lender to the formation or acquisition of such foreign subsidiary) on terms and at a price determined by the board of directors of the Borrower to be reasonable, provided, that, (A) PNY -------- ---- France or such Restricted Subsidiary other foreign subsidiary shall pay for such equipment in good faith; provided that cash or other immediately available funds within ninety (90) days after the foregoing restrictions sale or other transfer of such equipment by Borrower to PNY France or such other foreign subsidiary, (B) the amount so paid by PNY France or such other subsidiary to Borrower for such equipment shall be not apply to: less than the total consideration paid for such equipment by Borrower and (aC) [reserved];nothing contained herein shall be construed to constitute the consent of Agent or Lender to the formation or acquisition of such subsidiary. (b) [reserved]; (c) the Transactions and the Borrower shall, not directly or indirectly, make any payment of management fees and expenses (including Transaction Expenses) as part or the principal amount of or in connection with the Transactions; (d) Transactions in connection with a Qualified Securitization Facility; (e) interest on any Indebtedness owing to any Affiliate of Borrower, except, that, (i) so long as no Event of Default has occurred and is continuing, (A) Borrower may forgive ------ ---- Indebtedness owed to Borrower by the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees) pursuant to and not in excess holders of the amounts set forth in the Management Agreement and (B) indemnifications and reimbursement expenses, in each case, pursuant Series A Preferred Stock to the Management Agreement; provided that, upon the occurrence and during the continuance of an Event of Default such amounts described extent permitted in clauses (ASection 7.4(a)(ii) and (B) may accrue, but not be payable in cash during such period, but all such accrued amounts may be payable in cash upon the cure or waiver of such Event of Default above and (ii) the payment of indemnities and reasonable expenses of the Sponsor to the extent attributable to its ownership of Holdings and its Subsidiaries; (f) Restricted Payments permitted under Section 7.06; (g) loans and other Investments made by Holdings and its Restricted Subsidiaries to joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by the Borrower and its Restricted Subsidiaries in such joint venture) to the extent otherwise permitted under Section 7.02; (h) transactions by the Borrower and its Restricted Subsidiaries permitted under an express provision (including any exceptions thereto) of this Article VII; (i) employment and severance arrangements between the Borrower and its Restricted Subsidiaries and their respective officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements in the ordinary course of business; (j) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, directors, officers, employees and consultants of the Borrower and its Restricted Subsidiaries (or Holdings or any direct or indirect parent of the Borrower in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries); (k) transactions pursuant to agreements, instruments or arrangements in existence on the Closing Date and set forth on Schedule 6.17 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect; (l) customary payments by Holdings and any of its 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) in an aggregate amount not to exceed the amount set forth in the Management Agreement as of the date hereof, which payments are approved by the majority of the members of the board of directors of the Borrower or a majority of the disinterested members of the board of directors of the Borrower in good faith; (m) accelerations of earn-out payments owed to members of management or employees of Holdings or any of its Restricted Subsidiaries to the extent such member of management or employee uses the net proceeds of such payments to make an Investment in the form of common equity in a holding company and the cash proceeds of such Investment are contributed to the Borrower in the form of common equity; provided that such Investments do not count toward the Available Excluded Contribution Amount or the Cumulative Credit; (n) the issuance or transfer of Qualified Equity Interests of Borrower to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees, distributes or Affiliate of any of the foregoing) of the Borrower, any of its Subsidiaries or any direct or indirect parent of the Borrower; (o) 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 its 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 reasonably determined by the Borrower) as might reasonably have been obtained at such time from an unaffiliated party; (i) any issuance of securities or rights pursuant to stock options, stock ownership plans (including restricted stock plans), stock grants, directed share programs and other equity based incentive plans and (ii) the execution, delivery and performance of any stockholder or registration rights agreement approved by the board of directors of the Borrower; (q) the entry into and/or the performance of any obligations of Holdings, the event Borrower or any of its Restricted Subsidiaries the Management Stockholders shall elect to exercise his or her option under the Unwind Agreements in accordance with respect the terms thereof (as in effect on the date hereof) to any financial advisoryrequire Borrower to repay amounts paid by such Management Stockholder to Borrower under the Subscription Agreement between Borrower and such Management Stockholder, financingBorrower may make such payments; provided, underwriting or placement services or that, -------- ---- such options shall only remain in respect of other investment banking activitieseffect until March 31, in each case, which are entered into within the ordinary course of business or consistent with past practice; and (r) payments to or from, and transactions with, joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by Holdings and the Restricted Subsidiaries in such joint venture) in the ordinary course of business to the extent otherwise permitted under Section 7.021996.

Transactions with Affiliates. The None of Holdings, the Parent Borrower, any Subsidiary Term Borrower or any Foreign Subsidiary Borrower will, nor will conductthey permit any Subsidiary to, and cause each of its Restricted Subsidiaries to conductsell, all lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with with, any of its Affiliates (other than the Borrower and its Restricted Subsidiaries) involving aggregate payments or consideration in excess of the greater of $50,000,000 and 5.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) for any individual transaction or series of related transactions on terms that are at least substantially as favorable to the Borrower or such Restricted Subsidiary as it would obtain in a comparable arm’s-length transaction with a Person that is not an AffiliateAffiliates, as determined by the board of directors of the Borrower or such Restricted Subsidiary in good faith; provided that the foregoing restrictions shall not apply toexcept: (a) [reserved]transactions that are at prices and on terms and conditions not less favorable to the Parent Borrower or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties; (b) [reserved]transactions between or among the Parent Borrower and the Subsidiaries not involving any other Affiliate (to the extent not otherwise prohibited by other provisions of this Agreement); (c) the Transactions and the payment of fees and expenses (including Transaction Expenses) as part of or in connection with the Transactionsany Restricted Payment permitted by Section 6.08; (d) Transactions transactions pursuant to agreements in connection with a Qualified Securitization Facilityeffect on the First Restatement Effective Date and listed on Schedule 6.09 (provided that this clause (d) shall not apply to any extension, or renewal of, or any amendment or modification of such agreements that is less favorable to the Parent Borrower or the applicable Subsidiaries, as the case may be); (e) (i) so long as no Event the payment, on a quarterly basis, of Default has occurred management fees to Heartland and/or its Affiliates in accordance with the Heartland Management Agreement, provided that the annual amount of such management fees shall not exceed $4,000,000 and is continuing, (A) the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees) pursuant to and not a one-time fee in excess consideration of terminating the amounts set forth in the Heartland Management Agreement and (B) indemnifications and reimbursement expenses, in each case, pursuant to the Management Agreement; provided that, upon the occurrence and during the continuance consummation of an Event of Default such amounts described IPO in clauses (A) and (B) may accrue, but an amount not be payable in cash during such period, but all such accrued amounts may be payable in cash upon the cure or waiver of such Event of Default and (ii) the payment of indemnities and reasonable expenses of the Sponsor to the extent attributable to its ownership of Holdings and its Subsidiariesexceed $10,000,000; (f) Restricted Payments permitted under Section 7.06; (g) loans and other Investments made by Holdings and the reimbursement of Heartland and/or its Restricted Subsidiaries to joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by the Borrower and its Restricted Subsidiaries in such joint venture) to the extent otherwise permitted under Section 7.02; (h) transactions by the Borrower and its Restricted Subsidiaries permitted under an express provision (including any exceptions thereto) of this Article VII; (i) employment and severance arrangements between the Borrower and its Restricted Subsidiaries and Affiliates for their respective officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements in the ordinary course of business; (j) the payment of customary fees and reasonable out-of-pocket costs toexpenses incurred by them in connection with the Transactions and performing management services to Holdings, the Parent Borrower and indemnities provided the Subsidiaries, pursuant to the Heartland Management Agreement as in effect on behalf ofthe Original Effective Date; (g) the payment of one time fees to Heartland and/or its Affiliates in connection with any Permitted Acquisition, directors, officers, employees such fees to be payable at the time of each such acquisition and consultants not to exceed the percentage of the aggregate consideration paid by Holdings, the Parent Borrower and its Restricted Subsidiaries (or Holdings or for any direct or indirect parent of the Borrower such acquisition as specified in the ordinary course of business to Heartland Management Agreement as in effect on the extent attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries);Original Effective Date; and (kh) transactions pursuant payments to agreements, instruments or arrangements in existence on the Closing Date and set forth on Schedule 6.17 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect; (l) customary payments by Holdings and any of Heartland and/or its Restricted Subsidiaries to the Sponsor made Affiliates for any financial advisoryadvisor, financing, underwriting underwriter or placement services or in respect of other investment banking activities (including in connection with acquisitions rendered to Holdings, the Parent Borrower or divestitures) in an aggregate amount not the Subsidiaries, pursuant to exceed the amount set forth in the Heartland Management Agreement as of in effect on the date hereof, which payments are approved by the majority of the members of the board of directors of the Borrower or a majority of the disinterested members of the board of directors of the Borrower in good faith; (m) accelerations of earn-out payments owed to members of management or employees of Holdings or any of its Restricted Subsidiaries to the extent such member of management or employee uses the net proceeds of such payments to make an Investment in the form of common equity in a holding company and the cash proceeds of such Investment are contributed to the Borrower in the form of common equity; provided that such Investments do not count toward the Available Excluded Contribution Amount or the Cumulative Credit; (n) the issuance or transfer of Qualified Equity Interests of Borrower to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees, distributes or Affiliate of any of the foregoing) of the Borrower, any of its Subsidiaries or any direct or indirect parent of the Borrower; (o) 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 its 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 reasonably determined by the Borrower) as might reasonably have been obtained at such time from an unaffiliated party; (i) any issuance of securities or rights pursuant to stock options, stock ownership plans (including restricted stock plans), stock grants, directed share programs and other equity based incentive plans and (ii) the execution, delivery and performance of any stockholder or registration rights agreement approved by the board of directors of the Borrower; (q) the entry into and/or the performance of any obligations of Holdings, the Borrower or any of its Restricted Subsidiaries with respect to any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, in each case, which are entered into within the ordinary course of business or consistent with past practice; and (r) payments to or from, and transactions with, joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by Holdings and the Restricted Subsidiaries in such joint venture) in the ordinary course of business to the extent otherwise permitted under Section 7.02Original Effective Date.

Transactions with Affiliates. The Borrower will conduct, and cause each Enter into any transaction of its Restricted Subsidiaries to conduct, all transactions any kind with any Affiliate of its Affiliates (the Borrower, whether or not in the ordinary course of business, other than the Borrower (a) transactions among Loan Parties and its their Restricted Subsidiaries, (b) involving aggregate payments or consideration in excess of the greater of $50,000,000 on fair and 5.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) for any individual transaction or series of related transactions on reasonable terms that are at least substantially as favorable to the Borrower or such Restricted Subsidiary as it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate, as determined be obtainable by the board of directors of the Borrower or such Restricted Subsidiary at the time in good faith; provided that the foregoing restrictions shall not apply to: (a) [reserved]; (b) [reserved]; a comparable arm’s length transaction with a Person other than an Affiliate, (c) the Transactions and the payment of fees and expenses (including Transaction Expenses) as part of or in connection with the Transactions; (d) Transactions in connection with a Qualified Securitization Facility; (e) (i) so long as no Event of Default has shall have occurred and is be continuing, the direct or indirect payment of fees (including termination payments) and/or other payments to the Sponsor or its Affiliates pursuant to the Sponsor Management and Investment Agreements (which fees and/or payments shall not exceed (A) in respect of annual fees and/or payments, up to an amount equal to 1.0% of the payment aggregate amount of managementthe cash equity contributions directly or indirectly made by the Sponsor to Holdings and further contributed to the Borrower (other than any cash equity contributions constituting a Cure Amount, monitoring, consulting, advisory equity contributions that have the effect of increasing the Cumulative Credit and other fees (including transaction and termination fees) equity contributions relied upon for the purposes of incurring Indebtedness pursuant to and not in excess of the amounts set forth in the Management Agreement and (B) indemnifications and reimbursement expensesSection 7.03(v), in each case, making Investments pursuant to the Management Agreement; provided thatSection 7.02(o), upon the occurrence and during the continuance making Restricted Payments pursuant to Section 7.06(c), or making prepayments, redemptions, repurchases, defeasances or other satisfactions prior to maturity of an Event of Default such amounts described in clauses (Aany Junior Financing pursuant to Section 7.13) and (B) may accrue, but not be in respect of fees and/or payments (and/or dividends in lieu of such fees or payments) payable in cash during connection with transactions permitted by this Agreement, in amounts that are usual, customary and market for such period, but all such accrued amounts may be payable in cash upon the cure or waiver of such Event of Default transactions) and (ii) the payment of related customary indemnities and reasonable expenses expenses, (d) customary fees and indemnities may be paid to any directors of Holdings (or any direct or indirect parent thereof), the Sponsor Borrower and its Restricted Subsidiaries and reasonable out-of-pocket costs of such Persons may be reimbursed, in each case, to the extent directly attributable to its ownership the operations of Holdings the Borrower and its Restricted Subsidiaries; , (e) the Borrower and its Restricted Subsidiaries may enter into employment, severance or collective bargaining arrangements or consultant or employee benefit with officers, employees and directors in the ordinary course of business and transactions pursuant to stock option, stock appreciation rights, stock incentive or other equity compensation plans and employee benefit plans and arrangements in the ordinary course of business, (f) the Borrower and its Restricted Subsidiaries may make payments pursuant to the tax sharing agreements among the Borrower and its Restricted Subsidiaries, (g) Restricted Payments permitted under Section 7.06; 7.06 (gother than Section 7.06(d)), (h) loans Investments in the Borrower’s Subsidiaries and other Investments made by Holdings and its Restricted Subsidiaries to joint ventures Joint Ventures (to the extent any such joint venture Subsidiary that is not a Restricted Subsidiary or any such Joint Venture is only an Affiliate as a result of Investments by the Borrower and its Restricted Subsidiaries in such joint ventureSubsidiary or Joint Venture) to the extent otherwise permitted under Section 7.02; (h) transactions by the Borrower and its Restricted Subsidiaries permitted under an express provision (including any exceptions thereto) of this Article VII; , (i) employment and severance arrangements between the Borrower and its Restricted Subsidiaries and their respective officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements in the ordinary course of business; (j) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, directors, officers, employees and consultants of the Borrower and its Restricted Subsidiaries (or Holdings or any direct or indirect parent of the Borrower in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries); (k) transactions pursuant to agreements, instruments or arrangements in existence on the Closing Date and set forth on Schedule 6.17 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect; (l) customary payments by Holdings and any of its 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) in an aggregate amount not to exceed the amount set forth in the Management Agreement as of the date hereof, which payments are approved by the majority of the members of the board of directors of the Borrower or a majority of the disinterested members of the board of directors of the Borrower in good faith; (m) accelerations of earn-out payments owed to members of management or employees of Holdings or any of its Restricted Subsidiaries to the extent such member of management or employee uses the net proceeds of such payments to make an Investment in the form of common equity in a holding company and the cash proceeds of such Investment are contributed to the Borrower in the form of common equity; provided that such Investments do not count toward the Available Excluded Contribution Amount or the Cumulative Credit; (n) the issuance or transfer of Qualified Equity Interests of Borrower to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees, distributes or Affiliate of any of the foregoing) of the Borrower, any of its Subsidiaries or any direct or indirect parent of the Borrower; (o) transactions with customers, clients, joint venture partnerssuppliers, suppliers or purchasers or sellers of goods or servicesservices or providers of employees or other labor, 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 or the Restricted Subsidiaries, in the reasonable determination of the board members of directors the Board of Directors of the Borrower or the senior management of the Borrowerthereof, or are on terms at least as favorable (as reasonably determined by the Borrower) as might reasonably have been obtained at such time from an unaffiliated party; Person; (j) pledges of Equity Interests of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (k) the provision of cash collateral permitted under Section 7.01 and payments and distributions of amounts therefrom; (l) transactions pursuant to 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; provided that nothing in this subsection 7.08 shall prohibit the Borrower or its Subsidiaries from engaging in the following transactions: (i) the performance of the Borrower’s or any issuance Subsidiary’s obligations under any employment contract, collective bargaining agreement, employee benefit plan, related trust agreement or any other similar arrangement heretofore or hereafter entered into in the ordinary course of securities or rights pursuant to stock optionsbusiness, stock ownership plans (including restricted stock plans), stock grants, directed share programs and other equity based incentive plans and (ii) the executionpayment or reimbursement of compensation of and reimbursement of expenses of employees, delivery officers, directors or consultants in the ordinary course of business, including pursuant to any compensation agreement and performance of any stockholder or registration rights agreement approved by phantom stock program existing on the board of directors of the Borrower; Closing Date, (qiii) the entry into and/or the performance maintenance of any obligations of Holdingsbenefit programs or arrangements for employees, the Borrower officers or any of its Restricted Subsidiaries with respect to any financial advisorydirectors, financingincluding, underwriting without limitation, vacation plans, health and life insurance plans, deferred compensation plans, and retirement or placement services or in respect of other investment banking activitiessavings plans and similar plans, in each case, which are entered into within the ordinary course of business or consistent with past practice; and (r) payments to or from, and transactions with, joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by Holdings and the Restricted Subsidiaries in such joint venture) in the ordinary course of business to business, (iv) the extent otherwise performance by the Borrower or any Subsidiary or payments by the Borrower or any Subsidiary under any joint venture agreement for a Joint Venture permitted under Section 7.027.02 and (v) payments to Sponsors in respect of compensation of employees and partners of Sponsor and its affiliated partnerships who are officers or directors of Holdings and its Subsidiaries, or whose responsibilities relate to Holdings and its Subsidiaries and its directors, and reimbursement of expenses of Sponsor and its affiliated partnerships related to officers and directors of the Borrower.

Transactions with Affiliates. The Borrower will conductEnter into any transaction, and cause each including, without limitation, any purchase, sale, lease or exchange of its Restricted Subsidiaries to conductProperty, all transactions the rendering of any service or the payment of any management, advisory or similar fees, with any of its Affiliates Affiliate (other than the Borrower or any wholly owned Subsidiary) unless such transaction is (a) otherwise not prohibited under this Agreement and its Restricted Subsidiaries(b) involving aggregate payments or consideration in excess of the greater of $50,000,000 upon fair and 5.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) for any individual transaction or series of related transactions on reasonable terms that are at least substantially as no less favorable to the Borrower or such Restricted Subsidiary Subsidiary, as the case may be, than it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate. Notwithstanding the foregoing, as determined by the board of directors of the Borrower or such Restricted Subsidiary in good faith; provided that the foregoing restrictions shall not apply to: (a) [reserved]; (b) [reserved]; (c) the Transactions and the payment of fees and expenses (including Transaction Expenses) as part of or in connection with the Transactions; (d) Transactions in connection with a Qualified Securitization Facility; (e) (i) so long as no Event of Default has occurred and is continuing, (A) the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees) pursuant to and not in excess of the amounts set forth in the Management Agreement and (B) indemnifications and reimbursement expenses, in each case, pursuant to the Management Agreement; provided that, upon the occurrence and during the continuance of an Event of Default such amounts described in clauses (A) and (B) may accrue, but not be payable in cash during such period, but all such accrued amounts may be payable in cash upon the cure or waiver of such Event of Default and (ii) the payment of indemnities and reasonable expenses of the Sponsor to the extent attributable to its ownership of Holdings and its Subsidiaries; (f) Restricted Payments permitted under Section 7.06; (g) loans and other Investments made by Holdings and its Restricted Subsidiaries to joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by the Borrower and its Restricted Subsidiaries in may pay (A) fees under the Management Agreement; provided that such joint venturefees shall not exceed the greater of (x) $500,000 and (y) 1.0% of Consolidated EBITDA as of the end of the four fiscal quarter period most recently ended immediately prior to the extent otherwise permitted under Section 7.02; date of such payment, in the aggregate for any fiscal year (hwhich fees may be paid no more frequently than monthly) transactions and (B) payment or reimbursement of 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 its Restricted Subsidiaries permitted under may enter into any transaction with any Person which is an express provision Affiliate of Holdings only by reason of such Person and Holdings having common directors, (including any exceptions theretoiii) of this Article VII; (i) employment and severance arrangements between the Borrower and its Restricted Subsidiaries and their respective officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements in the ordinary course of business; may make Restricted Payments permitted under Section 7.6, (jiv) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, directors, officers, employees and consultants of the Borrower and its Restricted Subsidiaries (or Holdings or any direct or indirect parent of the Borrower in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries); (k) may consummate transactions pursuant to agreements, instruments or arrangements permitted agreements in existence on the Closing Date and set forth on Schedule 6.17 7.9 or any amendment thereto to the extent such an amendment is not adverse adverse, taken as a whole, to the Lenders in any material respect; , (lv) customary payments by Holdings and any of its 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) in an aggregate amount not to exceed the amount set forth in the Management Agreement as of the date hereof, which payments are approved by the majority of the members of the board of directors of the Borrower or a majority of the disinterested members of the board of directors of the Borrower in good faith; (m) accelerations of earn-out payments owed to members of management or employees of Holdings or any of its Restricted Subsidiaries to the extent such member of management or employee uses the net proceeds of such payments to make an Investment in the form of common equity in a holding company and the cash proceeds of such Investment are contributed to the Borrower in the form of common equity; provided that such Investments do not count toward the Available Excluded Contribution Amount or the Cumulative Credit; (n) the issuance or transfer of Qualified Equity Interests of Borrower to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees, distributes or Affiliate of any of the foregoing) of the Borrower, any of its Subsidiaries or any direct or indirect parent of the Borrower; (o) 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 its 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 reasonably determined by the Borrower) as might reasonably have been obtained at such time from an unaffiliated party; (i) any issuance of securities or rights pursuant to stock options, stock ownership plans (including restricted stock plans), stock grants, directed share programs and other equity based incentive plans and (ii) the execution, delivery and performance of any stockholder or registration rights agreement approved by the board of directors of the Borrower; (q) the entry into and/or the performance of any obligations of Holdings, the Borrower or any of its Restricted Subsidiaries with respect Subsidiary may make payments to the Sponsor for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures, which payments are approved by a majority of the disinterested members, if any, of the Board of Directors of the Borrower in good faith, provided that in each casesuch case such payment shall not exceed 1.5% of the value of the respective transaction for which it is charged and (vi) Investments by the Sponsor in debt securities of the Borrower or any of its Restricted Subsidiaries otherwise permitted hereunder. For the avoidance of doubt, which are entered into within the ordinary course this Section shall not apply to employment arrangements with, and payments of business compensation, expense reimbursement, indemnification or consistent with past practice; and (r) payments benefits to or fromfor the benefit of, and transactions withcurrent or former employees, joint ventures (to officers or directors of Holdings, the extent Borrower or any such joint venture is only an Affiliate as a result of Investments by Holdings and the its Restricted Subsidiaries in such joint venture) in the ordinary course of business to the extent otherwise permitted under Section 7.02Subsidiaries.

Transactions with Affiliates. The Borrower will conduct(a) Purchase, and cause each acquire or lease any property from, or sell, transfer or lease any property to, any officer, shareholder, director or other Affiliate of its Holdings or Restricted Subsidiaries to conduct, all transactions with any of its Affiliates (other than the Borrower and its Restricted Subsidiaries) Subsidiary involving aggregate payments or consideration in excess of the greater of $50,000,000 25,000,000, except: (i) on fair and 5.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) for any individual transaction or series of related transactions on reasonable terms that are at least substantially as not materially less favorable to the Borrower Parent Borrower, Safeway and their Restricted Subsidiaries, taken as a whole, as would be obtainable by the Parent Borrower, Safeway or their Restricted Subsidiaries with a Person other than an Affiliate at the time of such transaction (or, if earlier, at the time such transaction is contractually agreed); (ii) Real Property leased by the Parent Borrower, Safeway and their Restricted Subsidiaries from the Real Estate Subsidiaries; (iii) Real Property leased by the Parent Borrower, Safeway and their Restricted Subsidiaries from the Sponsor (or its Affiliates) on the Escrow Release Date; (iv) Permitted Dispositions and Permitted Investments; (v) transactions between or among the Parent Borrower, Safeway and their Restricted Subsidiaries or any Person that becomes a Restricted Subsidiary or is merged or consolidated with a Restricted Subsidiary as it would obtain a result of such transaction; (vi) transactions to effect the Original Closing Date Transactions and the Transactions; (vii) transactions for which the board of directors has received a written opinion from an Independent Financial Advisor to the effect that the financial terms of such transaction are fair, from a financial standpoint, to Albertson’s Group or not less favorable to Albertson’s Group than could reasonably be expected to be obtained at the time in a comparable an arm’s-length transaction with a Person that is who was not an Affiliate, as determined by the board of directors of the Borrower or such Restricted Subsidiary in good faith; provided that the foregoing restrictions shall not apply to: (a) [reserved]; (bviii) [reserved]; any agreement (c) the Transactions and the payment of fees and expenses (including Transaction Expensesother than with Sponsor) as part of or in connection with the Transactions; (d) Transactions in connection with a Qualified Securitization Facility; (e) (i) so long effect as no Event of Default has occurred and is continuing, (A) the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees) pursuant to and not in excess of the amounts set forth in the Management Agreement and (B) indemnifications and reimbursement expenses, in each case, pursuant to the Management Agreement; provided that, upon the occurrence and during the continuance of an Event of Default such amounts described in clauses (A) and (B) may accrue, but not be payable in cash during such period, but all such accrued amounts may be payable in cash upon the cure or waiver of such Event of Default and (ii) the payment of indemnities and reasonable expenses of the Sponsor to the extent attributable to its ownership of Holdings and its Subsidiaries; (f) Restricted Payments permitted under Section 7.06; (g) loans and other Investments made by Holdings and its Restricted Subsidiaries to joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by the Borrower and its Restricted Subsidiaries in such joint venture) to the extent otherwise permitted under Section 7.02; (h) transactions by the Borrower and its Restricted Subsidiaries permitted under an express provision (including any exceptions thereto) of this Article VII; (i) employment and severance arrangements between the Borrower and its Restricted Subsidiaries and their respective officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements in the ordinary course of business; (j) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, directors, officers, employees and consultants of the Borrower and its Restricted Subsidiaries (or Holdings or any direct or indirect parent of the Borrower in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries); (k) transactions pursuant to agreements, instruments or arrangements in existence on the Closing Escrow Release Date and set forth on Schedule 6.17 10.8 or any amendment thereto to the extent (so long as any such an amendment agreement together with all amendments thereto, taken as a whole, is not adverse more disadvantageous to the Lenders in any material respectrespect than the original agreement as in effect on the Escrow Release Date) or any transaction contemplated thereby; (l) customary payments by Holdings and any of its 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) in an aggregate amount not to exceed the amount set forth in the Management Agreement as of the date hereof, which payments are approved by the majority of the members of the board of directors of the Borrower or a majority of the disinterested members of the board of directors of the Borrower in good faith; (m) accelerations of earn-out payments owed to members of management or employees of Holdings or any of its Restricted Subsidiaries to the extent such member of management or employee uses the net proceeds of such payments to make an Investment in the form of common equity in a holding company and the cash proceeds of such Investment are contributed to the Borrower in the form of common equity; provided that such Investments do not count toward the Available Excluded Contribution Amount or the Cumulative Credit; (ni) the issuance or transfer of Qualified Equity Interests (other than Disqualified Stock) of a Borrower to any Permitted Holder Holdings or to any former, current or future director, manager, officer, employee or consultant thereof, (ii) the issuance of Equity Interests of Holdings and the granting of registration rights and other customary rights in connection therewith, or (iii) any contribution to the capital of a Borrower or any spousesRestricted Subsidiary, former spouses, successors, executors, administrators, heirs, legatees, distributes or Affiliate of any of the foregoing) of the Borrower, any of its Subsidiaries or any direct or indirect parent of the Borroweras applicable; (ox) (i) transactions with Affiliates that are 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 Agreement, which are fair to the Borrower and its Restricted Subsidiaries, Albertson’s Group in the reasonable determination of the board of directors or the senior management of the BorrowerParent Borrower or Safeway, or and are on terms at least as favorable (as reasonably determined by the Borrower) as might reasonably have been obtained at such time from an unaffiliated party; (i) any issuance of securities or rights pursuant to stock options, stock ownership plans (including restricted stock plans), stock grants, directed share programs and other equity based incentive plans party and (ii) transactions with joint ventures and Unrestricted Subsidiaries in the executionordinary course of business; (xi) the existence of, delivery and or the performance by Albertson’s Group of its obligations under the terms of any stockholder or stockholders agreement (including any registration rights agreement approved by the board of directors or purchase agreement related thereto) to which it is a party as of the BorrowerEscrow Release Date and any amendment thereto or similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by Albertson’s Group of its obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Escrow Release Date shall only be permitted by this clause (xi) to the extent that the terms of any such existing agreement together with all amendments thereto, taken as a whole, or new agreement are not otherwise more disadvantageous to the Lenders in any material respect than the original agreement as in effect on the Escrow Release Date; (qxii) transactions between Albertson’s Group and any Person that is an Affiliate solely due to the fact that a director of such Person is also a director of the Parent Borrower, Safeway or any other direct or indirect parent of a Borrower; provided, however, that such director abstains from voting as a director of such Borrower such direct or indirect parent of such Borrower, as the case may be, on any matter involving such other Person; (xiii) transactions pursuant to the NAI Services Agreement and the Safeway Services Agreement; (xiv) transactions pursuant to Section 10.3, 10.4 or 10.6; or (xv) transactions required pursuant to the Safeway Merger Agreement or contingent value rights agreements entered into in connection with the Safeway Merger Agreement; or (xvi) the entry Eastern Division Sale and other transactions contemplated by the Eastern Division Sale Agreement; (xvii) pledges of Equity Interests of Unrestricted Subsidiaries; (xviii) transactions entered into in good faith which provide for shared employees, services and/or facilities arrangements and which provide cost savings and/or other operational efficiencies; (xix) (a) sales and purchase arrangements, joint purchasing arrangements and other service agreements in the performance ordinary course of any obligations of Holdingsbusiness between, on the one hand, the Borrowers and their Restricted Subsidiaries and, on the other hand, NAI and its Subsidiaries, for the sale and purchase, at cost, of inventory, equipment and supplies, (b) leases between NAI and/or its Subsidiaries and a Borrower or and/or any of its Restricted Subsidiaries, (c) certain transactions between NAI and/or its Subsidiaries and Holdings and/or any of its Restricted Subsidiaries with respect to self-insurance matters and residual pharmacy transactions, (d) services provided by the Borrowers and their Restricted Subsidiaries to NAI and its Subsidiaries in the areas of finance, legal, human resources and public affairs, store development, information technology, marketing, merchandising, asset protection, customer services, supply chain, risk management and insurance, separation and store closings, store operations and strategic procurement, (e) pharmacy operation services provided by NAI and its Subsidiaries to the Borrowers and their Restricted Subsidiaries, (f) license agreements between Safeway and NAI, (g) sales of electricity between Safeway and NAI, and (h) arrangements for the use of certain IT and other infrastructure between Safeway and NAI; (xx) (a) sales and purchase arrangements, joint purchasing arrangements and other service agreements in the ordinary course of business between, on the one hand, the Borrowers and their Restricted Subsidiaries and, on the other hand, SVU and its Subsidiaries, for the sale and purchase, at cost, of inventory, equipment and supplies, and leases between SVU and Holdings or any of its Restricted Subsidiaries, and (b) one-time payments to be made in connection with the termination and/or transition of certain services under the transition services agreement between such Persons; (xxi) any purchases by Holdings’ Affiliates of Indebtedness or Disqualified Stock of a Borrower or any of its Restricted Subsidiaries the majority of which Indebtedness or Disqualified Stock is purchased by Persons who are not Holdings’ Affiliates; provided that such purchases by Holdings’ Affiliates are on the same terms as such purchases by such Persons who are not Holdings’ Affiliates; (xxii) transactions contractually agreed to between an Unrestricted Subsidiary with an Affiliate prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary; and (xxiii) transactions permitted by clause (b) below. (b) make any payments (whether by dividend, loan or otherwise) to any officer, shareholder, director or other Affiliate of a Borrower or any Restricted Subsidiary in excess of $25,000,000, including, without limitation, on account of management, consulting or other fees for management or similar services, or pay or reimburse expenses incurred by any officer, shareholder, director or other Affiliate of such Borrower or such Restricted Subsidiary, except: (i) reasonable compensation to, and indemnity provided on behalf of, current, former and future officers, employees and directors for services rendered to such Borrower or such Restricted Subsidiary in the ordinary course of business (including the issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by the Board of Directors of Holdings or any direct or indirect parent of a Borrower or of a Restricted Subsidiary, as appropriate, in good faith); (ii) payments by such Borrower or any such Restricted Subsidiary to Holdings and AB LLC and for actual and necessary reasonable out-of-pocket legal and accounting, insurance, marketing, payroll and similar types of services paid for by Holdings and AB LLC on behalf of such Borrower or such Restricted Subsidiary, in the ordinary course of their respective businesses as the same may be directly attributable to such Borrower or such Restricted Subsidiary and actual and necessary reasonable out-of-pocket expenses for the maintenance of the corporate existence of Holdings and AB LLC; (iii) payments by such Borrower or any such Restricted Subsidiary to Sponsor or an Affiliate of Sponsor for the reasonable out-of-pocket costs of actual and necessary reasonable out-of-pocket legal and accounting, insurance, marketing, financial and similar types of services paid for by Sponsor or such Affiliate on behalf of such Borrower or such Restricted Subsidiary; (iv) any payments required to be made pursuant to the Eastern Division Sale Agreement or the Safeway Merger Agreement; (v) amounts payable to SB Capital Group LLC in respect of out-of-pocket expenses incurred in connection with liquidation services provided to the Borrowers and Guarantors as provided in Section 3.7 of the Operating Agreement for AB LLC (as in effect on the Escrow Release Date); (vi) amounts payable pursuant to employment and severance arrangements between Albertson’s Group and their respective current, former and future officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements in the ordinary course of business and payments or loans (or cancellation of loans) to employees or consultants in the ordinary course of business which are approved by a majority of the Board of Directors of Holdings in good faith; (vii) payments by Albertson’s Group to the Sponsor made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in each caseconnection with acquisitions or divestitures, which payments are entered into within approved by a majority of the ordinary course board of business directors of Holdings and/or AB LLC or consistent with past practice; andany other direct or indirect parent of Holdings in good faith; (rviii) amounts payable pursuant to the Management Services Agreement, including any guarantees of compensation to Service Provider Personnel (as defined in the Management Services Agreement) up to the amounts payable thereunder; (ix) payments of all fees and expenses related to the Original Closing Date Transactions and the Transactions; (x) payments of the Original Closing Date Transaction Payments and the Escrow Release Date Transaction Payments; (xi) (a) the entering into of any agreement (and any amendment or frommodification of any such agreement) to pay, and transactions withthe payment of, joint ventures (annual management, consulting, monitoring and advisory fees to the extent Sponsor (directly, or indirectly through AB LLC) in an aggregate amount in any such joint venture is only Fiscal Year not to exceed $20,000,000 plus all out-of-pocket reasonable expenses incurred by the Sponsor or any of its Affiliates in connection with the performance of management, consulting, monitoring, advisory or other services with respect to Albertson’s Group; and (b) the payment to Sponsor or an Affiliate as of Sponsor for the reasonable out-of-pocket costs of actual and necessary reasonable out-of-pocket legal, accounting, insurance, marketing, financial and similar types of services paid for by Sponsor or such Affiliate on behalf of Holdings or any Restricted Subsidiary; (xii) payments resulting from transactions for which the board of directors has received a result of Investments by Holdings and the Restricted Subsidiaries in such joint venture) in the ordinary course of business written opinion from an Independent Financial Advisor to the extent otherwise effect that the financial terms of such transaction are fair, from a financial standpoint, to Albertson’s Group or not less favorable to Albertson’s Group than could reasonably be expected to be obtained at the time in an arm’s-length transaction with a Person who was not an Affiliate; (xiii) payments permitted under pursuant to Section 7.0210.6; (xiv) amounts payable pursuant to the NAI Services Agreement or the Safeway Services Agreement; (xv) payments between or among the Parent Borrower, Safeway and their Restricted Subsidiaries; (xvi) payments pursuant to any agreement, arrangement or transaction described in clause (a), or meeting the requirements specified in clause (a)(i).

Transactions with Affiliates. The Neither the Borrower will conductshall, and cause each nor shall the Borrower permit any of its the Restricted Subsidiaries to conductto, all transactions directly or indirectly, enter into any transaction of any kind with any Affiliate of its Affiliates (the Borrower, whether or not in the ordinary course of business in excess of $13,000,000, other than (a) loans and other transactions among the Borrower and its Restricted SubsidiariesSubsidiaries or any entity that becomes a Restricted Subsidiary as a result of such loan or other transaction to the extent permitted under this Article VII, (b) involving aggregate payments or consideration in excess of the greater of $50,000,000 and 5.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) for any individual transaction or series of related transactions on terms that are at least substantially as favorable to the Borrower or such Restricted Subsidiary as it would obtain be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s-length transaction with a Person that is not other than an Affiliate, as determined by the board of directors of the Borrower or such Restricted Subsidiary in good faith; provided that the foregoing restrictions shall not apply to: (a) [reserved]; (b) [reserved]; (c) the Transactions and the payment of fees and expenses (including Transaction Expenses) Expenses as part of or in connection with the Transactions; , (d) Transactions in connection with a Qualified Securitization Facility; (e) (i) so long as no Event of Default under Sections 8.01(a), (b) (but only as a result of a default in the due performance of any covenant contained in Section 6.08) or (f) has occurred and is continuing, (A) the payment of management, monitoring, consulting, transaction, termination and advisory and other fees (including transaction and termination fees) pursuant to and not in excess of the amounts set forth in the Investor Management Agreement and (B) indemnifications and reimbursement expenses, in each case, pursuant to the Management Agreement; provided that, upon the occurrence and during the continuance of an Event of Default such amounts described in clauses (A) and (B) may accrue, but not be payable in cash during such period, but all such accrued amounts may be payable in cash upon the cure or waiver of such Event of Default and (ii) the payment of related indemnities and reasonable expenses of the Sponsor to the extent attributable to its ownership of Holdings and its Subsidiaries; expenses, (fe) Restricted Payments permitted under Section 7.06; (g) loans 7.06 and other Investments made by Holdings and its Restricted Subsidiaries to joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by the Borrower and its Restricted Subsidiaries in such joint venture) to the extent otherwise permitted under Section 7.02; , (h) transactions by the Borrower and its Restricted Subsidiaries permitted under an express provision (including any exceptions thereto) of this Article VII; (if) employment and severance arrangements between the Borrower and its Restricted Subsidiaries and their respective officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements in the ordinary course of business; , (jg) the payment of customary fees and reasonable out-of-out of pocket costs to, and indemnities provided on behalf of, directors, managers, officers, employees and consultants of the Borrower and its Restricted Subsidiaries (or Holdings or any direct or indirect parent of the Borrower Borrower) in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries); , (kh) transactions pursuant to agreements, instruments or arrangements agreements in existence on the Closing Date and set forth on Schedule 6.17 7.08 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect; , (li) customary payments by Holdings the Borrower and any of its Restricted Subsidiaries to the Sponsor 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) in an aggregate amount not to exceed the amount set forth in the Management Agreement as of the date hereof), which payments are approved by the majority of the members of the board of directors of the Borrower or managers or a majority of the disinterested members of the board of directors or managers of the Borrower Borrower, in good faith; , (mj) accelerations of earn-out payments owed to members of management or employees of Holdings by the Borrower or any of its Restricted Subsidiaries pursuant to any tax sharing agreements with any direct or indirect parent of the Borrower to the extent such member attributable to the ownership or operation of management or employee uses the net proceeds of such payments to make an Investment in the form of common equity in a holding company Borrower and the cash proceeds of such Investment are contributed Subsidiaries, but only to the Borrower in the form of common equity; provided that such Investments do not count toward the Available Excluded Contribution Amount or the Cumulative Credit; extent permitted by Section 7.06(i)(iii), (nk) the issuance or transfer of Qualified Equity Interests (other than Disqualified Equity Interests) of Borrower to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees, distributes or Affiliate of any of the foregoing) of the Borrower, any of its Subsidiaries or any direct or indirect parent of the Borrower; thereof, (ol) transactions with customersjoint ventures for the purchase or sale of goods, clients, joint venture partners, suppliers or purchasers or sellers of goods or services, in each case equipment and services entered into in the ordinary course of business and otherwise in compliance a manner consistent with the terms of this Agreement that are fair to the Borrower and its Restricted Subsidiaries, prudent business practice followed by companies in the reasonable determination of the board of directors Oil and Gas Business, (m) Permitted Intercompany Activities or the senior management of the Borrower, or are on terms at least as favorable (as reasonably determined by the Borrower) as might reasonably have been obtained at such time from an unaffiliated party; (i) any issuance of securities or rights pursuant to stock options, stock ownership plans (including restricted stock plans), stock grants, directed share programs and other equity based incentive plans and (ii) the execution, delivery and performance of any stockholder or registration rights agreement approved by the board of directors of the Borrower; (q) the entry into and/or the performance of any obligations of Holdings, the Borrower or any of its Restricted Subsidiaries with respect to any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, in each case, which are entered into within the ordinary course of business or consistent with past practice; and (r) payments to or from, and transactions with, joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by Holdings and the Restricted Subsidiaries in such joint venture) or Unrestricted Subsidiary in the ordinary course of business to the extent otherwise permitted or consistent with industry practice or industry norms (including, without limitation, any cash management activities related thereto), (n) sales or conveyances of net profits interests or other royalty interests for cash at fair market value allowed under Section 7.027.05, (o) 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, (p) customary agreements and arrangements with oil and gas royalty trusts and master limited partnership agreements that comply with the affiliate transaction provisions of such royalty trust or master limited partnership agreement, (q) transactions between the Borrower or any of its Restricted Subsidiaries and any Person that is an Affiliate solely because a director of such Person is also a director of the Borrower or any direct or indirect parent of the Borrower; provided, however, that such director abstains from voting as a director of the Borrower or such direct or indirect parent, as the case may be, on any matter involving such other Person; (r) payments or loans (or cancellation of loans) to officers, directors, employees or consultants which are approved by a majority of the Board of Directors of the Borrower in good faith; (s) transactions permitted by Section 7.04 solely for the purpose of (i) reorganizing to facilitate any initial public offering of securities of the Borrower or any direct or indirect parent company, (ii) forming a holding company or (iii) reincorporating in a new jurisdiction within the United States and (t) any lease entered into between the Borrower or any Restricted Subsidiary, as lessee and any Affiliate of the Borrower, as lessor, which is approved by a majority of the disinterested members of the Board of Directors in good faith or, any lease entered into between the Borrower or any Restricted Subsidiary, as lessee, and any Affiliate of the Borrower, as lessor, in the ordinary course of business.

Transactions with Affiliates. The Enter into any transaction of any kind with any Affiliate of the Borrower, other than: (a) transactions between or among the Borrower will conduct, and cause each or any of its the Restricted Subsidiaries to conduct, all transactions with or any entity that becomes a Restricted Subsidiary as a result of its Affiliates such transaction; (other than the Borrower and its Restricted Subsidiariesb) involving aggregate payments or consideration in excess of the greater of $50,000,000 and 5.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) for any individual transaction or series of related transactions on terms that are at least substantially as favorable to the Borrower or such Restricted Subsidiary as it would obtain be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s-length transaction with a Person that is not other than an Affiliate, Affiliate (as determined by the board of directors of the Borrower or such Restricted Subsidiary in good faith; provided that the foregoing restrictions shall not apply to: (a) [reserved]; (b) [reserved]); (c) the Transactions and the payment of fees and expenses (including the Transaction Expenses) as part of related to the Transactions on or in connection with about the TransactionsClosing Date to the extent such fees and expenses are disclosed to the Administrative Agent prior to the Closing Date; (d) Transactions in connection with a Qualified Securitization Facilitythe issuance or transfer of Equity Interests of Holdings or any Parent Entity to any Affiliate of the Borrower or any former, current or future officer, director, manager, employee or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) of the Borrower or any of its Subsidiaries or any Parent Entity; (e) (i) the payment of indemnities and expenses (including reimbursement of out-of-pocket expenses) to the Sponsors pursuant to the Sponsor Management Agreement and (ii) so long as no Specified Event of Default has shall have occurred and is continuingbe continuing or would result therefrom, the payment of (A) the payment of management, consulting, monitoring, advisory and other fees, indemnities and expenses to the Sponsors pursuant to the Sponsor Management Agreement (plus any unpaid management, consulting, monitoring, advisory and other fees (including transaction and termination fees) pursuant to and not accrued in excess of the amounts set forth in the Management Agreement and (B) indemnifications and reimbursement expenses, in each case, pursuant to the Management Agreement; provided that, upon the occurrence and during the continuance of an Event of Default such amounts described in clauses (Aany prior year) and (B) any Sponsor Termination Fees pursuant to the Sponsor Management Agreement; provided that payments that would otherwise be permitted to be made under this Section 7.07(e) but for a Specified Event of Default may accrue, but not be payable in cash accrue during such period, but all such accrued amounts may be payable in cash upon the cure or waiver continuance of such Event of Default and (ii) the payment be paid when such Event of indemnities and reasonable expenses of the Sponsor to the extent attributable to its ownership of Holdings and its SubsidiariesDefault is no longer continuing; (f) Restricted Payments permitted under Section 7.06; (g) loans and other Investments made by Holdings and its Restricted Subsidiaries to joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by the Borrower and its Restricted Subsidiaries in such joint venture) to the extent otherwise permitted under Section 7.02; (h) transactions by the Borrower and its Restricted Subsidiaries permitted under an express provision (including any exceptions thereto) of this Article VII; (i) employment and severance arrangements between and confidentiality agreements among Holdings, the Borrower and its the Restricted Subsidiaries and their respective officers and employees in the ordinary course of business and transactions pursuant to stock option option, profits interest and other equity plans and employee benefit plans and arrangements arrangements; (g) the licensing of trademarks, copyrights or other intellectual property in the ordinary course of businessbusiness to permit the commercial exploitation of intellectual property between or among Affiliates and Subsidiaries of the Borrower; (jh) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, directors, officers, employees and consultants of Holdings, the Borrower and its the Restricted Subsidiaries (or Holdings or any direct or indirect parent of the Borrower Parent Entity in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its the Restricted Subsidiaries); (ki) transactions pursuant to agreementsany agreement, instruments instrument or arrangements arrangement as in existence on effect as of the Closing Date and set forth on Schedule 6.17 or any amendment thereto to the extent (so long as any such an amendment is not adverse to the Lenders in any material respectrespect as compared to the applicable agreement as in effect on the Closing Date); (lj) Restricted Payments permitted under Section 7.06 and Investments permitted under Section 7.02; (k) so long as no Specified Event of Default shall have occurred and be continuing or would result therefrom, customary payments by Holdings the Borrower and any of its the Restricted Subsidiaries to the Sponsor 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) in an aggregate amount not to exceed the amount set forth in the Management Agreement as of the date hereof), which payments are approved by the a majority of the members of the board Board of directors Directors of the Borrower Holdings in good faith or a majority of the disinterested members of the board Board of directors Directors of the Borrower Holdings in good faith; provided that payments that would otherwise be permitted to be made under this Section 7.07(k) but for a Specified Event of Default may accrue during the continuance of such Event of Default and be paid when such Event of Default is no longer continuing; (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 7.07 (without giving effect to the parenthetical phrase at the end thereof); (m) accelerations any transaction with consideration valued at less than the greater of earn-out payments owed to members (a) 7.50% of management or employees Closing Date EBITDA (i.e., $13,095,000) and (b) 7.50% of Holdings or any TTM Consolidated Adjusted EBITDA as of its Restricted Subsidiaries to the extent such member applicable date of management or employee uses the net proceeds of such payments to make an Investment in the form of common equity in a holding company and the cash proceeds of such Investment are contributed to the Borrower in the form of common equity; provided that such Investments do not count toward the Available Excluded Contribution Amount or the Cumulative Creditmeasurement; (n) investments by the issuance Sponsors in securities of Holdings or transfer Indebtedness of Qualified Equity Interests of Holdings, Borrower to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees, distributes or Affiliate of any of the foregoing) of Restricted Subsidiaries so long as the Borrower, any of its Subsidiaries investment is being offered generally to other investors on the same or any direct or indirect parent of the Borrowermore favorable terms; (o) 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 its 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 reasonably determined by the Borrower) as might reasonably have been obtained at such time from an unaffiliated party; (i) any issuance of securities or rights pursuant to stock options, stock ownership plans (including restricted stock plans), stock grants, directed share programs and other equity based incentive plans and (ii) the execution, delivery and performance of any stockholder or registration rights agreement approved by the board of directors of the Borrower; (q) the entry into and/or the performance of any obligations of Holdings, the Borrower or any of its Restricted Subsidiaries with respect to any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, in each case, which are entered into within the ordinary course of business or consistent with past practice; and (r) payments to or from, and transactions with, joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by Holdings and the Restricted Subsidiaries in such joint venture) Joint Ventures in the ordinary course of business business; (p) any Disposition of Securitization Assets or related assets in connection with any Qualified Securitization Financing; (q) the payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to shareholders of Holdings or any Parent Entity pursuant to the stockholders agreement or the registration and participation rights agreement entered into on the Closing Date in connection therewith; (r) the payment of any dividend or distribution within sixty 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; (s) transactions between the Borrower or any of the Subsidiaries and any person, a director of which is also a director of the Borrower or any direct or indirect Parent Entity of the Borrower; provided, however, that (i) such director abstains from voting as a director of the Borrower or such direct or indirect Parent Entity, as the case may be, on any matter involving such other person and (ii) such Person is not an Affiliate of Holdings for any reason other than such director’s acting in such capacity; (t) payments, loans (or cancellation of loans) or advances to employees or consultants that are (i) approved by a majority of the disinterested members of the Board of Directors of Holdings or either Borrower in good faith, (ii) made in compliance with applicable law and (iii) otherwise permitted under this Agreement; and (u) transactions (i) with Holdings in its capacity as a party to any Loan Document or to any agreement, document or instrument governing or relating to (A) any Indebtedness permitted to be incurred pursuant to Section 7.03 (including Permitted Refinancings thereof) or (B) the Acquisition Agreement, any other agreements contemplated thereby or any agreement, document or instrument governing or relating to any Permitted Acquisition (whether or not consummated) and (ii) with any Affiliate in its capacity as a Lender party to any Loan Document or party 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 otherwise permitted under Section 7.02such Affiliate is being treated no more favorably than all other Lenders or lenders thereunder.

Transactions with Affiliates. The Borrower will conduct, and cause each of its Restricted Subsidiaries to conduct, all transactions with Enter into any of its Affiliates transaction (other than the Borrower and its Restricted Subsidiaries) involving aggregate payments or consideration any transaction having a fair market value not in excess of the greater of (x) $50,000,000 15,000,000 and 5.0(y) 2% of Consolidated EBITDA for as of the last day of the most recently completed ended Test Period for which financial statements have been delivered (determined on in a Pro Forma Basis in accordance with Section 1.09) for any individual single transaction or series of related transactions) of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than: (a) transactions among the Borrower or the Restricted Subsidiaries; (b) on fair and reasonable terms that are at least substantially as favorable to the Borrower or such the Restricted Subsidiary as it would obtain be obtainable by such Restricted Company at the time in a comparable arm’s-length transaction with a Person that is not other than an Affiliate, as determined by the board of directors of the Borrower or such Restricted Subsidiary in good faith; provided that the foregoing restrictions shall not apply to: (a) [reserved]; (b) [reserved]; (c) the Transactions and the payment of fees and expenses (including Transaction Expenses) as part of or in connection with the consummation of the Transactions; (d) Transactions in connection with a Qualified Securitization Facilityloans and other transactions between or among Holdings, the Borrower and/or one or more Restricted Subsidiaries to the extent permitted or not prohibited under this Article 7; (e) (i) so long as no Event transactions with customers, clients, suppliers, joint ventures, purchasers or sellers of Default has occurred and is continuinggoods or services or providers of employees or other labor entered into in the ordinary course of business, (A) which are fair to the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees) pursuant to and not Borrower and/or its applicable Restricted Subsidiary in excess the good faith determination of the amounts set forth in the Management Agreement and board of directors (Bor similar governing body) indemnifications and reimbursement expenses, in each case, pursuant to the Management Agreement; provided that, upon the occurrence and during the continuance of an Event of Default such amounts described in clauses (A) and (B) may accrue, but not be payable in cash during such period, but all such accrued amounts may be payable in cash upon the cure or waiver of such Event of Default and (ii) the payment of indemnities and reasonable expenses of the Sponsor to Borrower or the extent attributable to its ownership of Holdings and its Subsidiariessenior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (f) Restricted Payments permitted under Section 7.06; (g) loans and other Investments made by Holdings and its Restricted Subsidiaries to joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by the Borrower and its Restricted Subsidiaries in such joint venture) to the extent otherwise permitted under Section 7.02; (h) transactions by the Borrower and its Restricted Subsidiaries permitted under an express provision (including any exceptions thereto) of this Article VII; (i) employment and severance arrangements between the Borrower and its any Restricted Subsidiaries Company and their respective officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements in the ordinary course of business; (jg) payments by Holdings, the Borrower or any Restricted Subsidiary pursuant to the tax sharing agreements among Holdings, the Borrower and its Subsidiaries on customary terms; (h) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, to directors, officersofficers and employees of Holdings, employees and consultants of the Borrower and its Restricted Subsidiaries (or Holdings or any direct or indirect parent of the Borrower in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries)business; (ki) transactions pursuant to agreements, instruments or arrangements agreements in existence effect on the Closing Date and set forth on Schedule 6.17 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 (other than Section 7.06(d)); (k) transactions engaged in by the Borrower or any Restricted Subsidiary with Unrestricted Subsidiaries in good faith to effect (i) the operations, governance, administration and corporate overhead of Holdings, the Borrower and its Subsidiaries and (ii) the tax management of Holdings, the Borrower and its Subsidiaries. For the purposes of this Section 7.08, each Unrestricted Subsidiary shall be deemed to be an Affiliate of each Restricted Company; (l) customary payments by Holdings and any transaction (or series of its Restricted Subsidiaries to the Sponsor made for any financial advisory, financing, underwriting or placement services or related transactions) in respect of other investment banking activities (including in connection with acquisitions or divestitures) in an aggregate amount not which the Borrower delivers to exceed the amount set forth in the Management Agreement as of the date hereof, which payments are approved by the majority of the members of Administrative Agent a letter addressed to the board of directors (or equivalent governing body) of the Borrower or a majority of the disinterested members of the board of directors of the Borrower in good faith; (m) accelerations of earn-out payments owed to members of management or employees of Holdings or any of its Restricted Subsidiaries to the extent such member of management or employee uses the net proceeds of such payments to make an Investment in the form of common equity in a holding company and the cash proceeds of such Investment are contributed to the Borrower in the form of common equity; provided that such Investments do not count toward the Available Excluded Contribution Amount or the Cumulative Credit; (n) the issuance or transfer of Qualified Equity Interests of Borrower to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees, distributes or Affiliate of any of the foregoing) of the Borrower, any of its Subsidiaries or any direct or indirect parent entity of the Borrower; ) from an accounting, appraisal or investment banking firm of nationally recognized standing stating that such transaction or transactions, as applicable, is or are on terms that either (oi) transactions with customers, clients, joint venture partners, suppliers are no less favorable to the Borrower or purchasers the applicable Restricted Subsidiary than might be obtained at the time in a comparable arm’s length transaction from a Person who is not an Affiliate 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 (ii) fair to the Borrower and its or the relevant Restricted Subsidiaries, in the reasonable determination Subsidiary from a financial point of view; and (m) any transaction (or series of related transactions) approved by a majority of the board of disinterested directors (or the senior management of the Borrower, or are on terms at least as favorable (as reasonably determined by the Borrower) as might reasonably have been obtained at such time from an unaffiliated party; (i) any issuance of securities or rights pursuant to stock options, stock ownership plans (including restricted stock plans), stock grants, directed share programs and other equity based incentive plans and (ii) the execution, delivery and performance members of any stockholder or registration rights agreement approved by the board similar governing body) of directors of the Borrower; (q) the entry into and/or the performance of any obligations of Holdings, the Borrower or any direct or indirect parent entity of its Restricted Subsidiaries with respect to any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, in each case, which are entered into within the ordinary course of business or consistent with past practice; and (r) payments to or from, and transactions with, joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by Holdings and the Restricted Subsidiaries in such joint venture) in the ordinary course of business to the extent otherwise permitted under Section 7.02Borrower.

Transactions with Affiliates. The Borrower will conduct, and cause each Enter into any transaction of its Restricted Subsidiaries to conduct, all transactions any kind with any Affiliate of its Affiliates (the Borrower, whether or not in the ordinary course of business, other than the Borrower (a) transactions among Loan Parties and its their Restricted Subsidiaries, (b) involving aggregate payments or consideration in excess of the greater of $50,000,000 on fair and 5.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) for any individual transaction or series of related transactions on reasonable terms that are at least substantially as favorable to the Borrower or such Restricted Subsidiary as it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate, as determined be obtainable by the board of directors of the Borrower or such Restricted Subsidiary at the time in good faith; provided that the foregoing restrictions shall not apply to: (a) [reserved]; (b) [reserved]; a comparable arm’s length transaction with a Person other than an Affiliate, (c) the Transactions and the payment of fees and expenses (including Transaction Expenses) as part of or in connection with the consummation of the Transactions; , (d) Transactions in connection with a Qualified Securitization Facility; (e) (i) so long as no Event of Default has under Section 8.01(a), (f) or (g) shall have occurred and is be continuing, the direct or indirect payment of fees (including termination payments) and/or other payments to the Sponsor or its Affiliates pursuant to the Sponsor Management Agreement (which fees and/or payments shall not exceed (A) in respect of annual fees and/or payments, up to the payment greater of management, monitoring, consulting, advisory (x) $2,250,000 and other fees (including transaction and termination feesy) pursuant an amount equal to and not in excess 1% of the amounts set forth in aggregate amount of the Management Agreement cash equity contributions directly or indirectly made by the Sponsor to Holdings and further contributed to the Borrower, (B) indemnifications in respect of the fees and/or payments payable in connection with the Acquisition, the amount disclosed to the Administrative Agent on or prior to the Closing Date and reimbursement expenses(C) in respect of fees payable in connection with transactions permitted by this Agreement, in each caseamounts that are usual, pursuant to the Management Agreement; provided that, upon the occurrence customary and during the continuance of an Event of Default market for such amounts described in clauses (Atransactions) and (B) may accrue, but not be payable in cash during such period, but all such accrued amounts may be payable in cash upon the cure or waiver of such Event of Default and (ii) the payment of related indemnities and reasonable expenses expenses, (e) customary fees and indemnities may be paid to any directors of Holdings (or any direct or indirect parent thereof), the Sponsor Borrower and its Restricted Subsidiaries and reasonable out-of-pocket costs of such Persons may be reimbursed, in each case, to the extent directly attributable to its ownership the operations of Holdings the Borrower and its Restricted Subsidiaries; , (f) the Borrower and its Restricted Subsidiaries may enter into employment, severance or collective bargaining arrangements or consultant or employee benefit with officers, employees and directors in the ordinary course of business and transactions pursuant to stock option, stock appreciation rights, stock incentive or other equity compensation plans and employee benefit plans and arrangements in the ordinary course of business, (g) the Borrower and its Restricted Subsidiaries may make payments pursuant to the tax sharing agreements among the Borrower and its Restricted Subsidiaries, (h) Restricted Payments permitted under Section 7.06; , (gi) loans Investments in the Borrower’s Subsidiaries and other Investments made by Holdings and its Restricted Subsidiaries to joint ventures Joint Ventures (to the extent any such joint venture Subsidiary that is not a Restricted Subsidiary or any such Joint Venture is only an Affiliate as a result of Investments by the Borrower and its Restricted Subsidiaries in such joint ventureSubsidiary or Joint Venture) to the extent otherwise permitted under Section 7.02; (h) transactions by the Borrower and its Restricted Subsidiaries permitted under an express provision (including any exceptions thereto) of this Article VII; (i) employment and severance arrangements between the Borrower and its Restricted Subsidiaries and their respective officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements in the ordinary course of business; , (j) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, directors, officers, employees and consultants of the Borrower and its Restricted Subsidiaries (or Holdings or any direct or indirect parent of the Borrower in the ordinary course of business payments required to be made pursuant to the extent attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries); Acquisition Agreement, (k) transactions pursuant to agreements, instruments or arrangements in existence on the Closing Date and set forth on Schedule 6.17 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect; (l) customary payments by Holdings and any of its 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) in an aggregate amount not to exceed the amount set forth in the Management Agreement as of the date hereof, which payments are approved by the majority of the members of the board of directors of the Borrower or a majority of the disinterested members of the board of directors of the Borrower in good faith; (m) accelerations of earn-out payments owed to members of management or employees of Holdings or any of its Restricted Subsidiaries to the extent such member of management or employee uses the net proceeds of such payments to make an Investment in the form of common equity in a holding company and the cash proceeds of such Investment are contributed to the Borrower in the form of common equity; provided that such Investments do not count toward the Available Excluded Contribution Amount or the Cumulative Credit; (n) the issuance or transfer of Qualified Equity Interests of Borrower to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees, distributes or Affiliate of any of the foregoing) of the Borrower, any of its Subsidiaries or any direct or indirect parent of the Borrower; (o) transactions with customers, clients, joint venture partnerssuppliers, suppliers or purchasers or sellers of goods or servicesservices or providers of employees or other labor, 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 or the Restricted Subsidiaries, in the reasonable determination of the board members of directors the Board of Directors of the Borrower or the senior management of the Borrowerthereof, or are on terms at least as favorable (as reasonably determined by the Borrower) as might reasonably have been obtained at such time from an unaffiliated party; Person; (il) any issuance the Transactions; (m) pledges of securities or rights Equity Interests of the Unrestricted Subsidiary to secured Indebtedness of such Unrestricted Subsidiary; (n) the provision of cash collateral permitted under Section 7.01 and payments and distributions of amounts therefrom; and (o) transactions pursuant to stock options, stock ownership plans (including restricted stock plans), stock grants, directed share programs agreements in existence on the Third Amendment Effective Date and other equity based incentive plans and (ii) the execution, delivery and performance of any stockholder or registration rights agreement approved by the board of directors of the Borrower; (q) the entry into and/or the performance of any obligations of Holdings, the Borrower set forth on Schedule 7.08 or any of its Restricted Subsidiaries with respect to any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, in each case, which are entered into within the ordinary course of business or consistent with past practice; and (r) payments to or from, and transactions with, joint ventures (amendment thereto to the extent any such joint venture an amendment is only an Affiliate as a result of Investments by Holdings and the Restricted Subsidiaries in such joint venture) in the ordinary course of business not adverse to the extent otherwise permitted under Section 7.02Lenders in any material respect.

Transactions with Affiliates. The Borrower You will conductnot directly or indirectly enter into or permit to exist any material transaction between You and any of Your Affiliates except for: (a) transactions that are in the ordinary course of Your business, upon fair and reasonable terms that are no less favorable to You than would be obtained in an arm’s length transaction with a non-Affiliate; (b) transactions between You or Your Subsidiaries, on the one hand, and cause each of its Restricted any Affiliate, on the other hand, so long as such transactions are fully disclosed to Us prior to the consummation thereof if they involve one or more payments by You or Your Subsidiaries to conduct, all transactions with any of its Affiliates (other than the Borrower and its Restricted Subsidiaries) involving aggregate payments or consideration in excess of the greater of $50,000,000 and 5.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) 100,000 for any individual single transaction or series of related transactions; (c) any transaction or series of related transactions entered into in the ordinary course of business between You, on terms the one hand, and any of Your Subsidiaries, on the other hand or any transactions that are at least substantially as favorable to the Borrower or such Restricted Subsidiary as it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliateexpressly permitted under this Agreement, as determined by the board of directors of the Borrower or such Restricted Subsidiary in good faith; provided that the foregoing restrictions shall not apply to: (a) [reserved]; (b) [reserved]; (c) the Transactions and the payment of fees and expenses (including Transaction Expenses) as part of or in connection with the Transactions; (d) Transactions in connection with a Qualified Securitization Facility; (e) (i) so long as no Event it has been approved by You or one of Default Your Subsidiaries’ board of directors or other applicable governing body, as the case may be, in accordance with applicable law, any indemnity provided for the benefit of executive officers, directors or managers of You or such Subsidiary; (e) so long as it has occurred and is continuingbeen approved by You or one of Your Subsidiaries’ board of directors or other applicable governing body, (A) as the case may be, the payment of managementreasonable fees, monitoringcompensation, consultingor employee benefit arrangements to employees, advisory officers, and other fees (including transaction and termination fees) pursuant to and not in excess outside directors of the amounts set forth in the Management Agreement and (B) indemnifications and reimbursement expenses, in each case, pursuant to the Management Agreement; provided that, upon the occurrence and during the continuance You or one of an Event of Default such amounts described in clauses (A) and (B) may accrue, but not be payable in cash during such period, but all such accrued amounts may be payable in cash upon the cure or waiver of such Event of Default and (ii) the payment of indemnities and reasonable expenses of the Sponsor to the extent attributable to its ownership of Holdings and its Subsidiaries; (f) Restricted Payments permitted under Section 7.06; (g) loans and other Investments made by Holdings and its Restricted Your Subsidiaries to joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by the Borrower and its Restricted Subsidiaries in such joint venture) to the extent otherwise permitted under Section 7.02; (h) transactions by the Borrower and its Restricted Subsidiaries permitted under an express provision (including any exceptions thereto) of this Article VII; (i) employment and severance arrangements between the Borrower and its Restricted Subsidiaries and their respective officers and employees in the ordinary course of business and transactions pursuant to stock option plans consistent with industry practice; (f) Permitted Intercompany Advances; (g) agreements between You and employee benefit plans and arrangements in the ordinary course of business; (j) any Parent providing for, among other things, the payment to Parent of customary (i) management and oversight fees of up to $1,000,000 per fiscal year in connection with the management and oversight of You, (ii) marketing fees equal to up to two percent (2%) of Your total revenue, (iii) intellectual property licensing fees and technology fees of up to six percent (6%) of Your isobutanol revenues, and (iv) reasonable out-of-pocket costs to, and indemnities provided on behalf of, directors, officers, employees and consultants expenses of the Borrower and its Restricted Subsidiaries (or Holdings or any direct or indirect parent of the Borrower in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries); (k) transactions Parent pursuant to agreementsany management, instruments or arrangements in existence on the Closing Date and set forth on Schedule 6.17 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect; (l) customary payments by Holdings and any of its Restricted Subsidiaries to the Sponsor made for any financial oversight, advisory, financing, underwriting underwriting, or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures) in an aggregate amount not to exceed the amount set forth in the Management Agreement as of the date hereof, which payments are approved by the majority of the members of the board of directors of the Borrower or a majority of the disinterested members of the board of directors of the Borrower in good faith; (m) accelerations of earn-out payments owed to members of management or employees of Holdings or any of its Restricted Subsidiaries to the extent such member of management or employee uses the net proceeds of such payments to make an Investment in the form of common equity in a holding company and the cash proceeds of such Investment are contributed to the Borrower in the form of common equity; provided that such Investments do not count toward the Available Excluded Contribution Amount or the Cumulative Credit; (n) the issuance or transfer of Qualified Equity Interests of Borrower to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees, distributes or Affiliate of any of the foregoing) of the Borrower, any of its Subsidiaries or any direct or indirect parent of the Borrower; (o) 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 its 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 reasonably determined by the Borrower) as might reasonably have been obtained at such time from an unaffiliated party; (i) any issuance of securities or rights pursuant to stock options, stock ownership plans (including restricted stock plans), stock grants, directed share programs and other equity based incentive plans and (ii) the execution, delivery and performance of any stockholder or registration rights agreement approved by the board of directors of the Borrower; (q) the entry into and/or the performance of any obligations of Holdings, the Borrower or any of its Restricted Subsidiaries with respect to any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including in each caseconnection with acquisitions or divestitures that are permitted by this Agreement; (h) transactions involving the payment of reasonable out-of-pocket expenses and costs (including, which are entered into within without limitation, the ordinary course allocable portion of business Parent’s compensation costs for employees of Parent during the actual time spent by such employees providing services to You) incurred by Parent or consistent its shareholders or members in connection with past practiceproviding services to You and Your Subsidiaries (including on the board of directors or other applicable governing body of Parent); and (ri) payments to or fromagreements for the non-exclusive licensing of intellectual property among Parent and any of its Subsidiaries for the purpose of the licensee thereof operating its business; (j) transactions among Parent and any of its Subsidiaries transferring (other than the Intellectual Property Collateral) and/or licensing intellectual property among such Persons; (k) transactions contemplated by the Acquisition Documents and/or the Contribution Documents, and (l) the transactions withset forth on Schedule 8. • Anything in the Section entitled “Dividends and Distributions” hereof to the contrary notwithstanding, joint ventures (to the extent any of the payments that are permitted to be made pursuant to this Section are in respect of obligations of a Parent, You and its or Your Subsidiaries shall be permitted to make a distribution to such joint venture is only an Affiliate as a result of Investments by Holdings and the Restricted Subsidiaries in such joint venture) Parent in the ordinary course amount of business any such obligation so as to the extent otherwise permitted under Section 7.02provide such Parent with a source of funding for such payment.

Transactions with Affiliates. The Borrower will conduct, Credit Parties shall not and shall not cause each of its Restricted or permit their Subsidiaries to conductdirectly or indirectly enter into or permit to exist any transaction (including the purchase, all sale, lease or exchange of any property or the rendering of any management, consulting, investment banking, advisory or other similar services) with any Affiliate or with any director, officer or employee of any Credit Party, except (a) as set forth on Schedule 3.8, (b) transactions with pursuant to the reasonable requirements of the business of any such Credit Party or any of its Affiliates (other than Subsidiaries and upon fair and reasonable terms which, to the Borrower and its Restricted Subsidiaries) involving aggregate extent such transactions involve payments or consideration asset transfers in excess of the greater of $50,000,000 and 5.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on 5,000,000 in a Pro Forma Basis in accordance with Section 1.09) for any individual single transaction or series of related transactions on terms that (other than transactions with Apollo Operating Companies), are at least substantially as fully disclosed to Agent (or, in the case of Canadian Borrower, Canadian Agent) and are no less favorable to the Borrower any such Credit Party or such Restricted Subsidiary as it any of its Subsidiaries than would obtain be obtained in a comparable arm’s-arm’s length transaction with a Person that is not an Affiliate, as determined by the board of directors of the Borrower or such Restricted Subsidiary in good faith; provided that the foregoing restrictions shall not apply to: (a) [reserved]; (b) [reserved]; (c) payment of reasonable compensation to officers and employees for services actually rendered to any such Credit Party or any of its Subsidiaries, (d) payment of customary director’s fees, (e) the Transactions Acquisition and transactions consummated pursuant to the Acquisition, (f) the payment to Apollo pursuant to the Management Consulting Agreement of management fees in connection with management services provided to Holdings and expenses (including Transaction Expenses) as part of or its Subsidiaries and advisory fees in connection with the Transactions; (d) Transactions in connection with a Qualified Securitization Facility; (e) (i) so long as no Event of Default has occurred Acquisition and is continuing, (A) Permitted Acquisitions and the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees) pursuant to and not in excess of the amounts set forth in the Management Agreement and (B) indemnifications and reimbursement expenses, in each case, pursuant to the Management Agreement; provided that, upon the occurrence and during the continuance of an Event of Default such amounts described in clauses (A) and (B) may accrue, but not be payable in cash during such period, but all such accrued amounts may be payable in cash upon the cure or waiver of such Event of Default and (ii) the payment of indemnities and reasonable expenses of the Sponsor to the extent attributable to its ownership of Holdings and its Subsidiaries; (f) Restricted Payments permitted under Section 7.06; (g) loans and other Investments made by Holdings and its Restricted Subsidiaries to joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by the Borrower and its Restricted Subsidiaries in such joint venture) to the extent otherwise permitted under Section 7.02; (h) transactions by the Borrower and its Restricted Subsidiaries permitted under an express provision (including any exceptions thereto) of this Article VII; (i) employment and severance arrangements between the Borrower and its Restricted Subsidiaries and their respective officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements in the ordinary course of business; (j) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, directors, officers, employees and consultants expenses of the Borrower and its Restricted Subsidiaries (or Holdings or any direct or indirect parent of the Borrower in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries); (k) transactions pursuant to agreements, instruments or arrangements in existence on the Closing Date and set forth on Schedule 6.17 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect; (l) customary payments by Holdings and any of its Restricted Subsidiaries to the Sponsor made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities (including Apollo incurred in connection with acquisitions management services or divestitures) acquisition advice, in an aggregate amount not to exceed the amount set forth amounts specified in the Management Consulting Agreement as in effect on the date hereof per Fiscal Year payable (i) in the case of management fees, quarterly on a pro rata basis, (ii) in the case of advisory fees, after the closing of the date hereofAcquisition or any Permitted Acquisition, and (iii) in the case of expenses, at the time when such expenses are incurred; provided, that no such payments may be made if an Event of Default has occurred and is continuing at the time of such payment or would occur as a result thereof; provided, however, that, if any portion of such management fees or advisory fees is not paid pursuant to the foregoing proviso, such management fees or advisory fees shall be payable to Apollo upon the waiver or cure of such Event of Default, (g) transactions between a Credit Party and another Credit Party other than an Inactive Subsidiary and subject to the limitations herein regarding transactions between U.S. Borrower and its Subsidiaries and Canadian Borrower and its Subsidiaries, (h) transactions between Affiliates and Holdings with respect to the Stock of Holdings not otherwise prohibited hereunder, (i) Restricted Payments permitted by Section 3.5, (j) any transaction or series of transactions in respect of which payments are approved by any Borrower delivers to Agent (or, in the majority case of Canadian Borrower, Canadian Agent) a letter addressed to the members Board of the board Directors of directors of the such Borrower or a majority of the disinterested members of the board of directors of the Borrower in good faith; (m) accelerations of earn-out payments owed to members of management Holdings from an accounting, appraisal or employees of Holdings or any of its Restricted Subsidiaries to the extent such member of management or employee uses the net proceeds of such payments to make an Investment in the form of common equity in a holding company and the cash proceeds of such Investment are contributed to the Borrower in the form of common equity; provided that such Investments do not count toward the Available Excluded Contribution Amount or the Cumulative Credit; (n) the issuance or transfer of Qualified Equity Interests of Borrower to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees, distributes or Affiliate of any of the foregoing) of the Borrower, any of its Subsidiaries or any direct or indirect parent of the Borrower; (o) transactions with customers, clients, joint venture partners, suppliers or purchasers or sellers of goods or servicesinvestment banking firm, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement nationally recognized standing that are fair to the Borrower and its 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 is (as reasonably determined by the Borrower) as might reasonably have been obtained at such time from an unaffiliated party; (i) any issuance of securities or rights pursuant to stock options, stock ownership plans (including restricted stock plans), stock grants, directed share programs and other equity based incentive plans and (ii) the execution, delivery and performance of any stockholder or registration rights agreement approved by the board of directors of the Borrower; (q) the entry into and/or the performance of any obligations of Holdings, the Borrower or any of its Restricted Subsidiaries with respect to any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, in each case, which are entered into within the ordinary course of business or consistent with past practice; and (r) payments to or from, and transactions with, joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by Holdings and the Restricted Subsidiaries in such joint venture1) in the ordinary course good faith determination of business such Borrower or Holdings qualified to render such letter and (2) reasonably satisfactory to Agent, which letter states that such transaction or series of transactions is on terms that are no less favorable to such Credit Party than would be obtained in a comparable arm’s-length transaction with a person that is not an Affiliate and (k) the extent otherwise permitted under Section 7.02Related Transactions.

Transactions with Affiliates. The Borrower will conduct, Except for transactions by or among the Loan Parties (or by and cause each of its Restricted Subsidiaries to conduct, all transactions with any of its Affiliates (other than among the Borrower and its Restricted 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, in each case, involving aggregate payments or consideration in excess of $25,000,000 unless: (a) such transaction is on terms that are not materially less favorable to the greater of $50,000,000 and 5.0% of Consolidated EBITDA for Borrower or the most recently completed Test Period for which financial statements relevant Restricted Subsidiary than those that would have been delivered obtained in a comparable transaction by the Borrower or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis; and (determined on a Pro Forma Basis in accordance b) the Borrower delivers to the Administrative Agent with Section 1.09) for respect to any individual such transaction or series of related transactions on terms that are at least substantially as favorable to involving aggregate payments or consideration in excess of $40,000,000, a resolution adopted by the Borrower or such Restricted Subsidiary as it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate, as determined by majority of the board of directors of the Borrower or approving such Restricted Subsidiary transaction and set forth in good faith; provided an Officer’s Certificate certifying that the such transaction complies with clause (a) above. (c) The foregoing restrictions shall provisions will not apply toto the following: (ai) [reserved]the Borrower and its Restricted Subsidiaries may pay fees, expenses and make indemnification payments directly or indirectly to the Sponsors pursuant to and in accordance with the Sponsor Management Agreement; (b) [reserved]; (cii) the Transactions and the payment of fees and expenses (including the Transaction Expenses) as part of or in connection with the Transactions; (diii) Transactions in connection with a Qualified Securitization Facility; (e) (i) so long as no Event of Default has occurred and is continuing, (A) the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees) pursuant to and not in excess of the amounts set forth in the Management Agreement and (B) indemnifications and reimbursement expenses, in each case, pursuant to the Management Agreement; provided that, upon the occurrence and during the continuance of an Event of Default such amounts described in clauses (A) and (B) may accrue, but not be payable in cash during such period, but all such accrued amounts may be payable in cash upon the cure or waiver of such Event of Default and (ii) the payment of indemnities and reasonable expenses of the Sponsor to the extent attributable to its ownership of Holdings and its Subsidiaries; (f) Restricted Payments permitted under Section 7.06; (g) loans and other Investments made by Holdings and its Restricted Subsidiaries to joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments issuances by the Borrower and its Restricted Subsidiaries of Equity Interests not prohibited under this Agreement; (iv) reasonable and customary fees payable to any directors of the Borrower and its Restricted Subsidiaries (or any direct or indirect parent of the Borrower) and reimbursement of reasonable out-of-pocket costs of the directors of the Borrower and its subsidiaries (or any direct or indirect parent of the Borrower) in such joint venture) the ordinary course of business, in the case of any direct or indirect parent to the extent otherwise permitted under Section 7.02attributable to the operations of the Borrower and its Restricted Subsidiaries); (hv) transactions expense reimbursement and employment, severance and compensation arrangements entered into by the Borrower and its Restricted Subsidiaries permitted under an express provision (including or any exceptions thereto) direct or indirect parent of this Article VII; (i) employment and severance arrangements between the Borrower, to the extent attributable to the operations of the Borrower and its Restricted Subsidiaries Subsidiaries) with their directors, officers, employees, members of management 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 consultants in the ordinary course of business; (jvi) payments by the Borrower (and any direct or indirect parent thereof) and its Restricted Subsidiaries to each other pursuant to tax sharing agreements or arrangements among Parent and its subsidiaries on customary terms, to the extent attributable to the operations of the Borrower and its Restricted Subsidiaries; (vii) the payment of reasonable and customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, to directors, officers, employees employees, members of management and consultants of the Borrower and its Restricted Subsidiaries (or Holdings or any direct or indirect parent of the Borrower Borrower) in the ordinary course of business business, in the case of any direct or indirect parent to the extent attributable to the ownership or operation operations of the Borrower and its Restricted Subsidiaries); (kviii) transactions pursuant to agreements, instruments or arrangements permitted agreements in existence on the Closing Third Amendment Effective Date (other than the Sponsor Management Agreement) and set forth on Schedule 6.17 or any amendment thereto to the extent such an amendment is not adverse to the interests of the Lenders in any material respect; (lix) customary Restricted Payments permitted under Section 6.03 and Permitted Investments; (x) payments by Holdings the Borrower and any of its Restricted Subsidiaries to the Sponsor Sponsors made for any monitoring, oversight, financial advisory, financing, underwriting or placement services or in respect of other investment banking activities (activities, including in connection with acquisitions or divestitures) in an aggregate amount not to exceed the amount set forth in the Management Agreement as of the date hereof, which payments are approved by the a majority of the members of the board of directors of the Borrower or a majority of the disinterested members of the board of directors of the Borrower Borrower, in good faith; (mxi) accelerations loans and other transactions among the Borrower and its subsidiaries (and any direct and indirect parent company of earn-out payments owed the Borrower) to members of management the extent permitted under this Article VI; (xii) the existence of, or employees of Holdings the performance by the Borrower or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement, principal investors agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Effective Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Borrower 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 Effective Date shall only be permitted by this clause (xii) to the extent that the terms of any such member of management amendment or employee uses the net proceeds of such payments to make an Investment in the form of common equity in a holding company and the cash proceeds of such Investment new agreement are contributed not otherwise materially more disadvantageous to the Borrower in the form of common equity; provided that such Investments do not count toward the Available Excluded Contribution Amount or the Cumulative CreditLenders when taken as a whole; (n) the issuance or transfer of Qualified Equity Interests of Borrower to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees, distributes or Affiliate of any of the foregoing) of the Borrower, any of its Subsidiaries or any direct or indirect parent of the Borrower; (oxiii) transactions with customers, clients, joint venture partnerssuppliers, suppliers or purchasers or sellers of goods or services, including consulting services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement that which are fair to the Borrower and its Restricted Subsidiaries, in the reasonable determination of the board of directors of the Borrower or the senior management of the Borrowerthereof, or are on terms at least as favorable (as reasonably determined by the Borrower) as might reasonably have been obtained at such time from an unaffiliated party; (ixiv) sales of accounts receivable, or participations therein, in connection with any issuance Receivables Facility; (xv) payments or loans (or cancellation of securities loans) to directors, officers, employees, members of management or rights pursuant to stock optionsconsultants of the Borrower, stock ownership plans (including restricted stock plans), stock grants, directed share programs and other equity based incentive plans and (ii) the execution, delivery and performance any of its direct or indirect parent companies or any stockholder or registration rights agreement of its Restricted Subsidiaries which are approved by a majority of the board of directors of the Borrower;Borrower in good faith; and (qxvi) Investments by the entry into and/or the performance Sponsors in debt securities of any obligations of Holdings, the Borrower or any of its Restricted Subsidiaries with respect so long as (i) the investment is being offered generally to any financial advisory, financing, underwriting other investors on the same or placement services more favorable terms and (ii) the investment constitutes less than 5.0% of the proposed or in respect outstanding issue amount of other investment banking activities, in each case, which are entered into within the ordinary course such class of business or consistent with past practice; and (r) payments to or from, and transactions with, joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by Holdings and the Restricted Subsidiaries in such joint venture) in the ordinary course of business to the extent otherwise permitted under Section 7.02securities.

Transactions with Affiliates. The Borrower will conductshall not, and cause each nor shall it permit any of its Restricted Subsidiaries to conductto, all transactions consummate any transaction with any of its Affiliates (other than the Borrower and its Restricted Subsidiaries) involving aggregate payments or consideration Affiliate thereof that involves payment in excess of the greater of $50,000,000 4,800,000 and 5.020% of Consolidated Adjusted EBITDA for as of the last day of the most recently completed ended Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) for any individual transaction or series of related transactions Period, on terms that are not at least substantially as favorable (as determined by the Borrower in good faith at the time of the execution of the definitive agreement relating thereto) to the Borrower or such Restricted Subsidiary Subsidiary, as it would obtain the case may be, as those that might be obtained at the time in a comparable arm’s-length transaction with from a Person that who is not an AffiliateAffiliate (or, as determined by if in the board good faith judgment of directors Borrower, there is no comparable transaction on the basis of which to make the comparison described above, such transaction is fair to the Borrower or such its applicable Restricted Subsidiary in good faithfrom a financial point of view); provided that the foregoing restrictions requirement shall not apply to: (a) [reserved]any transaction between or among the Borrower and/or one or more Restricted Subsidiaries (or any entity that becomes a Restricted Subsidiary as a result of such transaction) to the extent permitted or not restricted by this Agreement (it being understood this clause (a) shall not permit any Restricted Subsidiary that is not a Wholly-Owned Subsidiary to make a distribution to, or repurchase of its Capital Stock from, any Affiliate (other than the Borrower and/or one or more Restricted Subsidiaries) to the extent the share of the foregoing made or paid to the Borrower or any of the Restricted Subsidiaries is not at least pro rata to the percentage of such class of Capital Stock in such Restricted Subsidiary that is not a Wholly-Owned Subsidiary owned by the Borrower and its other Restricted Subsidiaries); (b) [reserved]any issuance, sale or grant of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of employment arrangements, stock options and stock ownership plans approved by the board of directors (or equivalent governing body) of any Parent Company or of the Borrower or any Restricted Subsidiary; (ci) any collective bargaining, employment or severance agreement or compensatory (including profit sharing) arrangement (including salary or guaranteed payment and bonuses) entered into by the Borrower or any of its Restricted Subsidiaries with their respective current or former officers, directors, members of management, managers, employees, consultants or independent contractors or those of any Parent Company, (ii) any subscription agreement or similar agreement pertaining to the repurchase of Capital Stock pursuant to put/call rights or similar rights with current or former officers, directors, members of management, managers, employees, consultants or independent contractors and (iii) any transaction pursuant to any employee compensation, benefit plan, stock option plan or arrangement, any health, disability or similar insurance plan which covers current or former officers, directors, members of management, managers, employees, consultants or independent contractors or any employment contract or arrangement; (d) (i) transactions permitted by Sections 6.04 and 6.06 and (ii) issuances of Capital Stock, equity contributions and issuances and incurrences of Indebtedness not otherwise restricted by this Agreement; (e) transactions in existence on the Closing Date and any amendment, modification or extension thereof to the extent such amendment, modification or extension, taken as a whole, is not (i) materially adverse to the Lenders or (ii) more disadvantageous in any material respect to the Lenders than the relevant transaction in existence on the Closing Date; (f) the Transactions and the payment of fees and expenses (including Transaction Expenses) as part of or in connection with the Transactions; (d) Transactions in connection with a Qualified Securitization Facility; (e) (i) so long as no Event of Default has occurred and is continuing, (A) the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees) pursuant to and not in excess of the amounts set forth in the Management Agreement and (B) indemnifications and reimbursement expenses, in each case, pursuant to the Management Agreement; provided that, upon the occurrence and during the continuance of an Event of Default such amounts described in clauses (A) and (B) may accrue, but not be payable in cash during such period, but all such accrued amounts may be payable in cash upon the cure or waiver of such Event of Default and (ii) the payment of indemnities and reasonable expenses of the Sponsor to the extent attributable to its ownership of Holdings and its Subsidiaries; (f) Restricted Payments permitted under Section 7.06Costs; (g) loans customary compensation to, and reimbursement of expenses of, Affiliates in connection with financial advisory, financing, underwriting or placement services or in respect of other investment banking activities and other Investments made by Holdings and its Restricted Subsidiaries to joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments transaction fees, which payments are approved by the majority of the members of the board of directors (or similar governing body) or a majority of the disinterested members of the board of directors (or similar governing body) of the Borrower and its Restricted Subsidiaries in such joint venture) to the extent otherwise permitted under Section 7.02good faith; (h) transactions Guarantees permitted by the Borrower and its Restricted Subsidiaries permitted under an express provision (including any exceptions thereto) of this Article VIISection 6.01 or Section 6.06; (i) employment and severance arrangements between the Borrower and its Restricted Subsidiaries and their respective officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements in the ordinary course of businessthat are otherwise permitted (or not restricted) under Article VI; (j) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, directorsmembers of the board of directors (or similar governing body), officers, employees employees, members of management, managers, consultants and consultants independent contractors of the Borrower and and/or any of its Restricted Subsidiaries (or Holdings or any direct or indirect parent of the Borrower in the ordinary course of business and, in the case of payments to such Person in such capacity on behalf of any Parent Company, to the extent attributable to the ownership or operation operations of the Borrower and or its Restricted Subsidiaries)subsidiaries; (k) transactions pursuant to agreementswith customers, instruments clients, suppliers, joint ventures, purchasers or arrangements sellers of goods or services or providers of employees or other labor entered into in existence on the Closing Date and set forth on Schedule 6.17 or any amendment thereto ordinary course of business, which are (i) fair to the extent such Borrower and/or its applicable Restricted Subsidiary in the good faith determination of the Borrower (or its board of directors (or similar governing body) or senior management) or (ii) on terms at least as favorable as might reasonably be obtained from a Person other than an amendment is not adverse to the Lenders in any material respectAffiliate; (l) the payment of reasonable out-of-pocket costs and expenses related to registration rights and customary payments indemnities provided to shareholders under any shareholder agreement; (m) any intercompany loan made by Holdings and the Borrower to any Restricted Subsidiary; (n) any transaction (or series of its Restricted Subsidiaries to the Sponsor made for any financial advisory, financing, underwriting or placement services or related transactions) in respect of other which the Borrower delivers to the Administrative Agent a letter addressed to the board of directors (or equivalent governing body) of the Borrower from an accounting, appraisal or investment banking activities firm of nationally recognized standing stating that such transaction or transactions, as applicable, is or are on terms that either (including i) are no less favorable to the Borrower or the applicable Restricted Subsidiary than might be obtained at the time in connection with acquisitions a comparable arm’s length transaction from a Person who is not an Affiliate or divestitures(ii) fair to the Borrower or the relevant Restricted Subsidiary from a financial point of view; (o) any issuance, sale or grant of securities or other payments, awards or grants in an aggregate amount not to exceed Cash, securities or otherwise pursuant to, or the amount set forth in the Management Agreement as funding of the date hereofemployment arrangements, which payments are stock options and stock ownership or incentive plans approved by the a majority of the members of the board of directors of the Borrower (or similar governing body) or a majority of the disinterested members of the board of directors (or similar governing body) of the Borrower in good faith; (mp) accelerations any payment pursuant to any tax sharing agreement or arrangement (whether written or as a matter of earn-out payments owed practice), that would otherwise be permitted as a distribution pursuant to members of management or employees of Holdings or any of its Restricted Subsidiaries to the extent such member of management or employee uses the net proceeds of such payments to make an Investment in the form of common equity in a holding company and the cash proceeds of such Investment are contributed to the Borrower in the form of common equity; provided that such Investments do not count toward the Available Excluded Contribution Amount or the Cumulative CreditSection 6.04(a); (nq) the issuance or transfer of Qualified Equity Interests of Borrower to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees, distributes or Affiliate licensing of any of the foregoing) of the Borrower, any of its Subsidiaries or any direct or indirect parent of the Borrower; (o) transactions with customers, clients, joint venture partners, suppliers or purchasers or sellers of goods or services, in each case IP Rights in the ordinary course of business and otherwise in compliance with to permit the terms commercial use of this Agreement that are fair to IP Rights between or among the Borrower and its 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 and/or any subsidiary and/or Affiliate thereof (as reasonably determined by the Borrower) as might reasonably have been obtained at such time from other than an unaffiliated partyUnrestricted Subsidiary); (r) any transaction (or series of related transactions) approved by a majority of the disinterested directors (or members of any similar governing body) of the Borrower or an applicable Parent Company; (s) any investment by any Permitted Holder or Parent Company in securities or Indebtedness of the Borrower and/or any Guarantor; (t) transactions not otherwise prohibited by this Agreement for the purpose of (i) any issuance of securities or rights pursuant to stock options, stock ownership plans (including restricted stock plans), stock grants, directed share programs and other equity based incentive plans and forming a holding company and/or (ii) reincorporating the execution, delivery and performance of any stockholder or registration rights agreement approved by the board of directors of the BorrowerBorrower in a new jurisdiction; (qu) the entry into any payment to or from, and/or the performance of any obligations of Holdingstransaction with, the Borrower any joint venture or any of its Restricted Subsidiaries with respect to any financial advisory, financing, underwriting or placement services or Unrestricted Subsidiary in respect of other investment banking activities, in each case, which are entered into within the ordinary course of business or consistent with past practice; and, industry practice or industry norms (including, any cash management activity related thereto); (rv) payments (i) the existence and performance of any agreement and/or transaction with any Unrestricted Subsidiary that was entered into or consummated prior to or from, and transactions with, joint ventures (the designation of such subsidiary as an Unrestricted Subsidiary to the extent that such agreement or transaction was permitted at the time that it was entered into with such Restricted Subsidiary and/or (ii) any transaction entered into by any Unrestricted Subsidiary with any Affiliate prior to the re-designation of such joint venture is only an Affiliate Unrestricted Subsidiary as a result Restricted Subsidiary; provided that such transaction was not entered into in contemplation of Investments such designation or re-designation, as applicable; (w) any capital contribution (whether or not in exchange for the issuance of additional Capital Stock) or loan to any Unrestricted Subsidiary that is not otherwise prohibited by Holdings this Agreement; (x) transactions permitted pursuant to Section 9.05(g); and/or (i) any investment by any Affiliate in the Loans, loans, securities or other Indebtedness of the Borrower and/or any Restricted Subsidiary (and payment of reasonable out-of-pocket expenses incurred by such Affiliates in connection therewith) so long as the investment is being offered by the Borrower or such Restricted Subsidiary generally to other investors on the same or more favorable terms and (ii) payments and/or distributions to Affiliates in respect of the Loans, loans, securities or Indebtedness of the Borrower or any Restricted Subsidiary in connection with the securities and other Indebtedness contemplated in the foregoing subclause (h) or that were acquired from Persons other than the Borrower and the Restricted Subsidiaries Subsidiaries, in each case, in accordance with the terms of such joint venture) in the ordinary course of business to the extent otherwise permitted under Section 7.02securities or Indebtedness.

Transactions with Affiliates. The Borrower will conductnot, and cause each of its Restricted Subsidiaries to conduct, all transactions with will not permit any of its Affiliates Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except: (other than a) transactions in the Borrower ordinary course of business at prices and its Restricted Subsidiaries) involving aggregate payments or consideration in excess of the greater of $50,000,000 and 5.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) for any individual transaction or series of related transactions on terms that are at least substantially as and conditions not less favorable to the Borrower or such Restricted Subsidiary as it would obtain in a comparable arm’s-than could be obtained on an arm’s length transaction with basis from a Person that is not an Affiliate; (b) transactions between or among the Borrower and its wholly owned Subsidiaries not involving any other Affiliate; (c) any Investment permitted by Section 7.06; (d) any Restricted Payment permitted by Section 7.07; (e) transactions occurring in connection with the Spin-Off and the transactions contemplated in connection therewith occurring on the Closing Date, in each case as described in the Form 10 filed by the Borrower with the SEC on September 7, 2016, as amended on November 2, 2016 and as further amended on February 3, 2017, April 12, 2017, April 27, 2017 and May 4, 2017; (f) the payment of reasonable and customary (as determined in good faith by the board of Borrower) regular fees, compensation, indemnification and other benefits to current, former and future directors of the Borrower or such Restricted a Subsidiary in good faith; provided that the foregoing restrictions shall who are not apply to: (a) [reserved]; (b) [reserved]; (c) the Transactions and the payment of fees and expenses (including Transaction Expenses) as part of or in connection with the Transactions; (d) Transactions in connection with a Qualified Securitization Facility; (e) (i) so long as no Event of Default has occurred and is continuing, (A) the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees) pursuant to and not in excess employees of the amounts set forth in the Management Agreement Borrower or such Subsidiary, including reimbursement or advancement of reasonable and (B) indemnifications documented out-of-pocket expenses and reimbursement expenses, in each case, pursuant to the Management Agreement; provided that, upon the occurrence and during the continuance provisions of an Event of Default such amounts described in clauses (A) and (B) may accrue, but not be payable in cash during such period, but all such accrued amounts may be payable in cash upon the cure or waiver of such Event of Default and (ii) the payment of indemnities and reasonable expenses of the Sponsor to the extent attributable to its ownership of Holdings and its Subsidiaries; (f) Restricted Payments permitted under Section 7.06liability insurance; (g) loans and other Investments made by Holdings and its Restricted Subsidiaries or advances to joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by the Borrower and its Restricted Subsidiaries in such joint venture) to the extent otherwise permitted under Section 7.02; (h) transactions by the Borrower and its Restricted Subsidiaries permitted under an express provision (including any exceptions thereto) of this Article VII; (i) employment and severance arrangements between the Borrower and its Restricted Subsidiaries and their respective officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements in the ordinary course of business; (j) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, directors, officers, directors or employees and consultants of the Borrower and its Restricted Subsidiaries (or Holdings or any direct or indirect parent of the Borrower in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries); (k) transactions pursuant to agreements, instruments or arrangements in existence on the Closing Date and set forth on Schedule 6.17 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect; (l) customary payments by Holdings and any of its 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) in an aggregate amount not to exceed the amount set forth in the Management Agreement as of the date hereof, which payments are approved by the majority of the members of the board of directors of the Borrower or a majority its Subsidiaries or otherwise made on their behalf; (h) any issuance of the disinterested members of the board of directors equity interests of the Borrower in good faith; (m) accelerations of earn-out payments owed or any capital contribution to members of management or employees of Holdings the Borrower or any of its Restricted Subsidiaries to the extent such member of management or employee uses the net proceeds of such payments to make an Investment in the form of common equity in a holding company and the cash proceeds of such Investment are contributed to the Borrower in the form of common equity; provided that such Investments do not count toward the Available Excluded Contribution Amount or the Cumulative Credit; (n) the issuance or transfer of Qualified Equity Interests of Borrower to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees, distributes or Affiliate of any of the foregoing) of the Borrower, any of its Subsidiaries or any direct or indirect parent of the Borrower; (o) 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 its 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 reasonably determined by the Borrower) as might reasonably have been obtained at such time from an unaffiliated party; (i) any issuance of securities or rights pursuant to stock options, stock ownership plans transaction entered into by an Unrestricted Subsidiary with an Affiliate (including restricted stock plans), stock grants, directed share programs and other equity based incentive plans and (ii) the execution, delivery and performance of any stockholder or registration rights agreement approved by the board of directors of the Borrower; (q) the entry into and/or the performance of any obligations of Holdings, than the Borrower or any Subsidiaries) prior to the redesignation of its Restricted Subsidiaries any such Unrestricted Subsidiary as a Subsidiary in accordance with respect to any financial advisory, financing, underwriting or placement services the terms hereof; provided that such transaction was not entered into in connection with or in respect contemplation of other investment banking activities, in each case, which are entered into within the ordinary course of business or consistent with past practice; andsuch redesignation; (rj) 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 extent Borrower and its Subsidiaries in any such material respect, on the one hand, than to the relevant joint venture is only an Affiliate as a result of Investments partner and its Affiliates, on the other hand, taking into account all related agreements and transactions entered into by Holdings the Borrower and its Subsidiaries, on the one hand, and the Restricted Subsidiaries relevant joint venture partner and its Affiliates, on the other hand; and (k) any Affiliate who is a natural person may serve as an employee or director of the Borrower and receive reasonable compensation for his services in such joint venture) in the ordinary course of business to the extent otherwise permitted under Section 7.02capacity.

Transactions with Affiliates. The Borrower will conduct, and cause each Enter into any transaction of its Restricted Subsidiaries to conduct, all transactions any kind with any Affiliate of its Affiliates (other than the Borrower and its Restricted Subsidiaries) involving aggregate payments or consideration in excess of the greater of $50,000,000 and 5.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) 400,000 for any individual transaction or series of related transactions transactions, whether or not in the ordinary course of business, other than on fair and reasonable terms that are at least substantially as not materially less favorable to the Parent Guarantor, the Borrower or such Restricted Subsidiary as it than would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate, as determined be obtainable by the board of directors of Parent Guarantor, the Borrower or such Restricted Subsidiary at the time in good faith; a comparable arm’s length transaction with a Person other than an Affiliate, provided that that, the foregoing restrictions restriction shall not apply to: (a) [reserved]transactions among the Parent Guarantor, the Borrower and the Restricted Subsidiaries or any entity that becomes a Restricted Subsidiary as a result of such transactions; (b) [reserved]the payment of reasonable fees, expenses and compensation (including equity compensation) to and insurance provided on behalf of current, former and future officers and directors of the Parent Guarantor (or any direct or indirect parent thereof), the Borrower or any Restricted Subsidiary and indemnification agreements entered into by the Parent Guarantor (or any direct or indirect parent thereof), the Borrower or any Restricted Subsidiary; (c) the Transactions and the payment of fees and expenses (including Transaction Expenses) as part of or in connection with the Transactions; (d) Transactions in connection with a Qualified Securitization Facility; (e) (i) so long as no Event of Default has occurred and is continuing, (A) the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees) pursuant to and not in excess of the amounts set forth in the Management Agreement and (B) indemnifications and reimbursement expenses, in each case, pursuant to the Management Agreement; provided that, upon the occurrence and during the continuance of an Event of Default such amounts described in clauses (A) and (B) may accrue, but not be payable in cash during such period, but all such accrued amounts may be payable in cash upon the cure or waiver of such Event of Default and (ii) the payment of indemnities and reasonable expenses of the Sponsor to the extent attributable to its ownership of Holdings and its Subsidiaries; (f) Restricted Payments permitted under Section 7.06; (g) loans and other Investments made by Holdings and its Restricted Subsidiaries to joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by the Borrower and its Restricted Subsidiaries in such joint venture) to the extent otherwise permitted under Section 7.02; (h) transactions by the Borrower and its Restricted Subsidiaries permitted under an express provision (including any exceptions thereto) of this Article VII; (i) employment and severance arrangements between the Parent Guarantor (or any direct or indirect parent thereof), the Borrower and its the Restricted Subsidiaries and their respective current, former and future officers and employees in the ordinary course of business and transactions pursuant to stock option plans and other employee benefit plans and arrangements in the ordinary course of business; (j) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, directors, officers, employees and consultants of the Borrower and its Restricted Subsidiaries (or Holdings or any direct or indirect parent of the Borrower in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries); (kd) transactions pursuant to agreements, instruments or arrangements agreements in existence on the Closing Funding Date and set forth on Schedule 6.17 6.08 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect; (le) customary payments by Holdings Restricted Payments made pursuant to Section 6.06; (f) [reserved]; (g) the pledge of Equity Interests of Unrestricted Subsidiaries; (h) the Transactions and any the payment of its Restricted Subsidiaries to the Sponsor made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities fees and expenses (including the Transaction Expenses) as part of or in connection with acquisitions or divestitures) in an aggregate amount not to exceed the amount set forth in the Management Agreement as of the date hereof, which payments are approved by the majority of the members of the board of directors of the Borrower or a majority of the disinterested members of the board of directors of the Borrower in good faithTransactions; (mi) accelerations the payment of earn-customary fees and reasonable out payments owed to members of management or pocket costs to, and indemnities provided on behalf of, directors, officers, employees and consultants of Holdings or any of its the Parent Guarantor, the Borrower and the Restricted Subsidiaries to the extent such member of management or employee uses the net proceeds of such payments to make an Investment in the form of common equity in a holding company and the cash proceeds of such Investment are contributed to the Borrower in the form of common equity; provided that such Investments do not count toward the Available Excluded Contribution Amount or the Cumulative Credit; (n) the issuance or transfer of Qualified Equity Interests of Borrower to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees, distributes or Affiliate of any of the foregoing) of the Borrower, any of its Subsidiaries or any direct or indirect parent of the BorrowerParent Guarantor) in the ordinary course of business to the extent attributable to the ownership or operation of the Parent Guarantor, the Borrower and the Restricted Subsidiaries; (oj) 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 which are fair to the Parent Guarantor, the Borrower and its 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 reasonably determined by the Borrower) as might reasonably have been obtained at such time from an unaffiliated party; (i) any issuance of securities or rights pursuant to stock options, stock ownership plans (including restricted stock plans), stock grants, directed share programs and other equity based incentive plans and (ii) the execution, delivery and performance of any stockholder or registration rights agreement approved by the board of directors of the Borrower; (q) the entry into and/or the performance of any obligations of Holdings, the Borrower or any of its Restricted Subsidiaries with respect to any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, in each case, which are entered into within the ordinary course of business or consistent with past practice; and (rk) payments to or from, and transactions with, joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by Holdings the Parent Guarantor, the Borrower and the Restricted Subsidiaries in such joint venture) in the ordinary course of business to the extent otherwise constituting an Investment permitted under Section 7.026.02 or Restricted Payment permitted under Section 6.06; and (l) any other transaction with an Affiliate, which is approved by a majority of disinterested members of the board of directors (or equivalent governing body) of the Parent Guarantor, the Borrower or the applicable Restricted Subsidiary in good faith.

Transactions with Affiliates. The Borrower will conduct, and cause each Enter into any transaction of its Restricted Subsidiaries to conduct, all transactions any kind with any Affiliate of its Affiliates (the Borrower, whether or not in the ordinary course of business, other than the Borrower (a) transactions among Loan Parties and its their Restricted Subsidiaries, (b) involving aggregate payments or consideration in excess of the greater of $50,000,000 on fair and 5.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) for any individual transaction or series of related transactions on reasonable terms that are at least substantially as favorable to the Borrower or such Restricted Subsidiary as it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate, as determined be obtainable by the board of directors of the Borrower or such Restricted Subsidiary at the time in good faith; provided that the foregoing restrictions shall not apply to: (a) [reserved]; (b) [reserved]; a comparable arm’s length transaction with a Person other than an Affiliate, (c) the Transactions and the payment of fees and expenses (including Transaction Expenses) as part of or in connection with the consummation of the Transactions; , (d) Transactions in connection with a Qualified Securitization Facility; (e) (i) so long as no Event of Default has under Section 8.01(a), (f) or (g) shall have occurred and is be continuing, the direct or indirect payment of fees (including termination payments) and/or other payments to the Sponsor or its Affiliates pursuant to the Sponsor Management Agreement (which fees and/or payments shall not exceed (A) in respect of annual fees and/or payments, up to the payment greater of management, monitoring, consulting, advisory (x) $2,250,000 and other fees (including transaction and termination feesy) pursuant an amount equal to and not in excess 1% of the amounts set forth in aggregate amount of the Management Agreement cash equity contributions directly or indirectly made by the Sponsor to Holdings and further contributed to the Borrower, (B) indemnifications in respect of the fees and/or payments payable in connection with the Acquisition, the amount disclosed to the Administrative Agent on or prior to the Closing Date and reimbursement expenses(C) in respect of fees payable in connection with transactions permitted by this Agreement, in each caseamounts that are usual, pursuant to the Management Agreement; provided that, upon the occurrence customary and during the continuance of an Event of Default market for such amounts described in clauses (Atransactions) and (B) may accrue, but not be payable in cash during such period, but all such accrued amounts may be payable in cash upon the cure or waiver of such Event of Default and (ii) the payment of related indemnities and reasonable expenses expenses, (e) customary fees and indemnities may be paid to any directors of Holdings (or any direct or indirect parent thereof), the Sponsor Borrower and its Restricted Subsidiaries and reasonable out-of-pocket costs of such Persons may be reimbursed, in each case, to the extent directly attributable to its ownership the operations of Holdings the Borrower and its Restricted Subsidiaries; , (f) the Borrower and its Restricted Subsidiaries may enter into employment, severance or collective bargaining arrangements or consultant or employee benefit with officers, employees and directors in the ordinary course of business and transactions pursuant to stock option, stock appreciation rights, stock incentive or other equity compensation plans and employee benefit plans and arrangements in the ordinary course of business, (g) the Borrower and its Restricted Subsidiaries may make payments pursuant to the tax sharing agreements among the Borrower and its Restricted Subsidiaries, (h) Restricted Payments permitted under Section 7.06; , (gi) loans Investments in the Borrower’s Subsidiaries and other Investments made by Holdings and its Restricted Subsidiaries to joint ventures Joint Ventures (to the extent any such joint venture Subsidiary that is not a Restricted Subsidiary or any such Joint Venture is only an Affiliate as a result of Investments by the Borrower and its Restricted Subsidiaries in such joint ventureSubsidiary or Joint Venture) to the extent otherwise permitted under Section 7.02; (h) transactions by the Borrower and its Restricted Subsidiaries permitted under an express provision (including any exceptions thereto) of this Article VII; (i) employment and severance arrangements between the Borrower and its Restricted Subsidiaries and their respective officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements in the ordinary course of business; , (j) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, directors, officers, employees and consultants of the Borrower and its Restricted Subsidiaries (or Holdings or any direct or indirect parent of the Borrower in the ordinary course of business payments required to be made pursuant to the extent attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries); Acquisition Agreement, (k) transactions pursuant to agreements, instruments or arrangements in existence on the Closing Date and set forth on Schedule 6.17 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect; (l) customary payments by Holdings and any of its 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) in an aggregate amount not to exceed the amount set forth in the Management Agreement as of the date hereof, which payments are approved by the majority of the members of the board of directors of the Borrower or a majority of the disinterested members of the board of directors of the Borrower in good faith; (m) accelerations of earn-out payments owed to members of management or employees of Holdings or any of its Restricted Subsidiaries to the extent such member of management or employee uses the net proceeds of such payments to make an Investment in the form of common equity in a holding company and the cash proceeds of such Investment are contributed to the Borrower in the form of common equity; provided that such Investments do not count toward the Available Excluded Contribution Amount or the Cumulative Credit; (n) the issuance or transfer of Qualified Equity Interests of Borrower to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees, distributes or Affiliate of any of the foregoing) of the Borrower, any of its Subsidiaries or any direct or indirect parent of the Borrower; (o) transactions with customers, clients, joint venture partnerssuppliers, suppliers or purchasers or sellers of goods or servicesservices or providers of employees or other labor, 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 or the Restricted Subsidiaries, in the reasonable determination of the board members of directors the Board of Directors of the Borrower or the senior management of the Borrowerthereof, or are on terms at least as favorable (as reasonably determined by the Borrower) as might reasonably have been obtained at such time from an unaffiliated party; Person; (il) any issuance the Transactions; (m) pledges of securities or rights Equity Interests of the Unrestricted Subsidiary to secured Indebtedness of such Unrestricted Subsidiary; (n) the provision of cash collateral permitted under Section 7.01 and payments and distributions of amounts therefrom; and (o) transactions pursuant to stock options, stock ownership plans (including restricted stock plans), stock grants, directed share programs agreements in existence on the Closing Date and other equity based incentive plans and (ii) the execution, delivery and performance of any stockholder or registration rights agreement approved by the board of directors of the Borrower; (q) the entry into and/or the performance of any obligations of Holdings, the Borrower set forth on Schedule 7.08 or any of its Restricted Subsidiaries with respect to any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, in each case, which are entered into within the ordinary course of business or consistent with past practice; and (r) payments to or from, and transactions with, joint ventures (amendment thereto to the extent any such joint venture an amendment is only an Affiliate as a result of Investments by Holdings and the Restricted Subsidiaries in such joint venture) in the ordinary course of business not adverse to the extent otherwise permitted under Section 7.02Lenders in any material respect.

Transactions with Affiliates. The Borrower will conduct, and cause each Enter into any transaction of its Restricted Subsidiaries to conduct, all transactions any kind with any Affiliate of its Affiliates (other than the Borrower and its Restricted Subsidiaries) involving an aggregate payments or consideration in excess of $2,500,000, whether or not in the greater ordinary course of $50,000,000 and 5.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined business, other than on terms, taken as a Pro Forma Basis in accordance with Section 1.09) for any individual transaction or series of related transactions on terms that are at least substantially as whole, not materially less favorable to the Borrower or such Restricted Subsidiary as it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate, as determined be obtainable by the board of directors of the Borrower or such Restricted Subsidiary in good faithat the time with a Person other than an Affiliate; provided that the foregoing restrictions restriction shall not apply to: (a) [reserved]; (b) [reserved]; (c) transactions between or among the Transactions Borrower, the Subsidiary Guarantors and the payment of fees and expenses (including Transaction Expenses) as part of or in connection with the Transactions; (d) Transactions in connection with a Qualified Securitization Facility; (e) (i) so long as no Event of Default has occurred and is continuing, (A) the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees) pursuant to and not in excess of the amounts set forth in the Management Agreement and (B) indemnifications and reimbursement expenses, in each case, pursuant to the Management Agreement; provided that, upon the occurrence and during the continuance of an Event of Default such amounts described in clauses (A) and (B) may accrue, but not be payable in cash during such period, but all such accrued amounts may be payable in cash upon the cure or waiver of such Event of Default and (ii) the payment of indemnities and reasonable expenses of the Sponsor to the extent attributable to its ownership of Holdings and its Subsidiaries; (f) Restricted Payments permitted under Section 7.06; (g) loans and other Investments made by Holdings and its Restricted Subsidiaries to joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by the Borrower and its Restricted Subsidiaries in such joint venture) to the extent otherwise permitted under Section 7.02; (h) transactions by the Borrower and its Restricted Subsidiaries permitted under an express provision (including any exceptions thereto) of this Article VII; (i) employment and severance arrangements between payments by the Borrower and its Restricted Subsidiaries and their respective officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements in the ordinary course of business; (j) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, directors, officers, employees and consultants of the Borrower and its Restricted Subsidiaries (or Holdings or any direct or indirect parent of the Borrower in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries); (k) transactions pursuant to agreements, instruments or arrangements in existence on the Closing Date and set forth on Schedule 6.17 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect; (l) customary payments by Holdings and any of its Restricted Subsidiaries to the Sponsor made Permitted Holders for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities (including activities, including, without limitation, in connection with acquisitions or divestitures) in an aggregate amount not to exceed the amount set forth in the Management Agreement as of the date hereof, which payments are approved by the majority of the disinterested members of the board of directors of the Borrower in good faith in an aggregate amount for all such fees for any transaction not to exceed 2.00% of the aggregate value of such transaction, and (ii) fees payable pursuant to the Sponsor Management Agreement as in effect on the Closing Date or as amended in a manner not adverse in any material respect to the Lenders; (c) any lease or sublease entered into between the Borrower or any Subsidiary, as lessee, and any Affiliate of the Borrower, as lessor or sublessor, which is approved by a majority of the disinterested members of the board of directors of the Borrower in good faith; (md) accelerations of earn-out payments owed existing Indebtedness and any other obligations pursuant to members of management an agreement existing on the Closing Date as set forth on Schedule 7.02, as such agreement may be amended pursuant to Section 7.02(g); (e) any employment agreement, employee benefit plan, officer or employees of Holdings director indemnification agreement or any similar arrangement entered into by the Borrower or any of its Restricted Subsidiaries to the extent such member of management or employee uses the net proceeds of such payments to make an Investment in the form ordinary course of common equity in a holding company business and the cash proceeds of such Investment are contributed to the Borrower in the form of common equity; provided that such Investments do not count toward the Available Excluded Contribution Amount or the Cumulative Creditpayments pursuant thereto; (nf) the payments made pursuant to Section 7.06(g); (g) payment of reasonable directors’ fees; (h) any issuance or transfer of Qualified Equity Interests of Borrower to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees, distributes or Affiliate of any of the foregoingother than Disqualified Stock) of the Borrower, any of its Subsidiaries or any direct or indirect parent Holdings to Affiliates of the Borrower; (oi) Investments made pursuant to Section 7.03(b), (c), (e), (h), (j), (k), or (n) or Restricted Payments made pursuant to Section 7.06; (j) payment of fees and the reimbursement of other expenses to the Permitted Holders in connection with the Transactions; (k) loans (or cancellation of loans) or advances to employees in the ordinary course of business; (l) transactions with joint ventures, customers, clientssuppliers, contractors, joint venture partnerspartners (including, suppliers without limitation, physicians) or purchasers or sellers of goods or services, in each case which are in the ordinary course of business (including, without limitation, pursuant to joint venture agreements) and otherwise in compliance with the terms of this Agreement that the Loan Documents, and which are fair to the Borrower and or its Restricted Subsidiaries, as applicable, in the reasonable determination of the board of directors directors, chief executive officer or the senior management chief financial officer of the BorrowerBorrower or its Subsidiaries, as applicable, or are on terms at least as favorable (as reasonably determined by the Borrower) as might reasonably have been obtained at such time from an unaffiliated party; (im) the existence of, or the performance by the Borrower or any Subsidiary of their obligations, if any, or obligations of Holdings under the terms of, any subscription, registration rights or stockholders agreement, partnership agreement or limited liability company agreement or similar agreement to which Holdings, the Borrower or any Subsidiary is a party as of the Closing Date and listed on Schedule 7.08 and any similar agreements which the Borrower, any Subsidiary, Holdings or any other direct or indirect parent company of the Borrower may enter into thereafter; provided, however, that the entering into by the Borrower or any Subsidiary or the performance by the Borrower or any Subsidiary of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Closing Date will only be permitted by this clause to the extent that the terms of any such amendment or new agreement, taken as a whole, are not materially disadvantageous to the Lenders, as determined in good faith by the board of directors, chief executive officer or chief financial officer of the Borrower; (n) the Transactions, including all payments made or to be made in connection with the Transactions as described in the Offering Memorandum for the Senior Secured Notes; (o) the entering into of any tax sharing agreement or arrangement and any Permitted Payments to Holdings; (p) the issuance of securities Equity Interests (other than Disqualified Stock) in Holdings or rights pursuant any Subsidiary for compensation purposes in the ordinary course of business; (q) intellectual property licenses in the ordinary course of business; (r) transactions in which the Borrower or any Subsidiary delivers to stock optionsthe Administrative Agent a letter from an accounting, stock ownership plans (including restricted stock plans), stock grants, directed share programs appraisal or investment banking firm of national standing stating that such transaction is fair to the Borrower or such Subsidiary from a financial point of view and other equity based incentive plans and (ii) the execution, delivery and performance of any stockholder or registration rights agreement which are approved by a majority of the disinterested members of the board of directors of the Borrower; (q) the entry into and/or the performance of any obligations of Holdings, the Borrower or any of its Restricted Subsidiaries with respect to any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, in each case, which are entered into within the ordinary course of business or consistent with past practicegood faith; and (rs) payments customary transactions pursuant to or from, and transactions with, joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by Holdings and the Restricted Subsidiaries in such joint venture) in the ordinary course of business to the extent otherwise permitted under Section 7.02Qualified Receivables Transactions.

Transactions with Affiliates. The Borrower No Loan Party will conductsell, and cause each of its Restricted Subsidiaries to conductlease or otherwise transfer any property or assets to, all or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with with, any of its Affiliates (other than the Borrower and its Restricted Subsidiaries) involving aggregate payments or consideration in excess of the greater of $50,000,000 and 5.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) for any individual transaction or series of related transactions on terms that are at least substantially as favorable to the Borrower or such Restricted Subsidiary as it would obtain in a comparable arm’s-length transaction with a Person that is not an AffiliateAffiliates, as determined by the board of directors of the Borrower or such Restricted Subsidiary in good faith; provided that the foregoing restrictions shall not apply toexcept: (a) [reserved];transactions that are at prices and on terms and conditions, taken as a whole, not less favorable to such Loan Party than could be obtained on an arm’s-length basis from unrelated third parties; or (b) [reserved];transactions between or among the Loan Parties or any Special Refinancing Subsidiary not otherwise prohibited hereunder; or (c) payments due pursuant to the Transactions Advisory Agreement on account of Advisory Fees, consisting of: (i) payments (but not prepayments) on account of annual advisory fees, provided that such advisory fees may not be paid if an Event of Default specified in SECTION 7.01(c) has occurred as a result of a material misrepresentation in any Borrowing Base Certificate or a Specified Default exists or would arise therefrom, provided further that such advisory fees not paid shall accrue and be paid when the payment applicable Event of Default or Specified Default has been cured or waived and no additional Specified Default has occurred and is continuing or would arise as a result of such payment; and (ii) transaction fees, provided that such transaction fees may not be paid if an Event of Default specified in SECTION 7.01(c) has occurred as a result of a material misrepresentation in any Borrowing Base Certificate or a Specified Default exists or would arise therefrom, provided further that, notwithstanding the existence of a breach of the provisions of SECTION 6.10 hereof, such transactions fees may be paid if, as a result of the transaction to which they relate, Excess Availability would be greater than existed prior to such transaction, and expenses (including Transaction Expenses) provided further that such transaction fees not paid shall accrue and be paid when such Event of Default or Specified Default has been cured or waived and no additional Specified Default has occurred and is continuing or would arise as part a result of or in connection with the Transactionssuch payment; (d) Transactions in connection with a Qualified Securitization Facilitypayments of indemnities and reasonable expense reimbursements under the Advisory Agreement; (e) as set forth on Schedule 6.07; (if) so long as no Event of Default has occurred and is continuing, (A) the payment of management, monitoring, consulting, advisory reasonable compensation to officers and other fees (including transaction and termination fees) pursuant employees for services actually rendered to and not in excess any such Loan Party or any of the amounts set forth in the Management Agreement and (B) indemnifications and reimbursement expenses, in each case, pursuant to the Management Agreement; provided that, upon the occurrence and during the continuance of an Event of Default such amounts described in clauses (A) and (B) may accrue, but not be payable in cash during such period, but all such accrued amounts may be payable in cash upon the cure or waiver of such Event of Default and (ii) the payment of indemnities and reasonable expenses of the Sponsor to the extent attributable to its ownership of Holdings and its Subsidiaries; (f) Restricted Payments permitted under Section 7.06; (g) loans payment of director’s fees, expenses and other Investments made by Holdings and its Restricted Subsidiaries to joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by the Borrower and its Restricted Subsidiaries in such joint venture) to the extent otherwise permitted under Section 7.02indemnities; (h) transactions by stock option and compensation plans of the Borrower Loan Parties and its Restricted Subsidiaries permitted under an express provision (including any exceptions thereto) of this Article VIItheir Subsidiaries; (i) employment contracts with officers and severance arrangements between management of the Borrower and its Restricted Subsidiaries Loan Parties and their respective officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements in the ordinary course of businessSubsidiaries; (j) the payment repurchase of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, directors, equity interests from officers, directors and employees and consultants of the Borrower and its Restricted Subsidiaries (or Holdings or any direct or indirect parent of the Borrower in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries)specifically permitted under this Agreement; (k) transactions pursuant advances and loans to agreements, instruments or arrangements in existence on officers and employees of the Closing Date Loan Parties and set forth on Schedule 6.17 or any amendment thereto their Subsidiaries to the extent such an amendment is not adverse to the Lenders in any material respectspecifically permitted under this Agreement; (l) customary payments by Holdings Investments consisting of notes from officers, directors and any of its Restricted Subsidiaries employees to purchase equity interests 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) in an aggregate amount not to exceed the amount set forth in the Management Agreement as of the date hereof, which payments are approved by the majority of the members of the board of directors of the Borrower or a majority of the disinterested members of the board of directors of the Borrower in good faithextent specifically permitted under this Agreement; (m) accelerations of earn-out payments owed the payment and performance under any Master Lease to members of management or employees of Holdings or any of its Restricted Subsidiaries to which the extent such member of management or employee uses the net proceeds of such payments to make an Investment in the form of common equity in Lead Borrower is a holding company and the cash proceeds of such Investment are contributed to the Borrower in the form of common equity; provided that such Investments do not count toward the Available Excluded Contribution Amount or the Cumulative Creditparty; (n) the issuance or transfer of Qualified Equity Interests of Borrower to any other transactions specifically permitted under this Agreement (including, without limitation, sale/leaseback transactions, Permitted Holder or to any formerDispositions, current or future directorRestricted Payments, manager, officer, employee or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees, distributes or Affiliate of any of the foregoing) of the Borrower, any of its Subsidiaries or any direct or indirect parent of the BorrowerPermitted Investments and Indebtedness); (o) transactions with customersthat certain Amended and Restated Tax Allocation Agreement, clientsdated as of June 28, joint venture partners2006, suppliers or purchasers or sellers by and among the Parent and certain of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement that are fair to the Borrower and its Restricted Subsidiaries, in including the reasonable determination capitalization, distribution or contribution of the board of directors amounts payable or the senior management of the Borrowerreceivable thereunder and any amendments, modifications or are on terms at least as favorable (as reasonably determined by the Borrower) as might reasonably replacements thereof which amendments, modifications or replacements would not have been obtained at such time from an unaffiliated party; (i) any issuance of securities or rights pursuant to stock options, stock ownership plans (including restricted stock plans), stock grants, directed share programs and other equity based incentive plans and (ii) the execution, delivery and performance of any stockholder or registration rights agreement approved by the board of directors of the Borrower; (q) the entry into and/or the performance of any obligations of Holdings, the Borrower or any of its Restricted Subsidiaries with respect to any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, in each case, which are entered into within the ordinary course of business or consistent with past practicea Material Adverse Effect; and (rp) payments to or fromthat certain Allocation Agreement, and transactions withdated as of January 29, joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by Holdings 2006, among Toys “R” Us International, LLC, Xxxxxxxx and the Restricted Subsidiaries in such joint venture) in the ordinary course of business to the extent otherwise permitted under Section 7.02Parent and any amendments, modifications or replacements thereof which amendments, modifications or replacements would not have a Material Adverse Effect.

Transactions with Affiliates. The Borrower will conductnot, and cause each will not permit any of its Restricted Subsidiaries to conduct, all enter into any transactions with any of its Affiliates Affiliates, even if otherwise permitted under this Agreement, except (other than the Borrower a) transactions at prices and its Restricted Subsidiaries) involving aggregate payments or consideration in excess of the greater of $50,000,000 and 5.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) for any individual transaction or series of related transactions on terms that are at least substantially and conditions, taken as a whole, not materially less favorable to the Borrower or such Restricted Subsidiary as it would obtain (other than a SBIC Subsidiary) than in a comparable good faith is believed could be obtained on an arm’s-length transaction with a Person that is not an Affiliate, as determined by the board of directors of the Borrower or such Restricted Subsidiary in good faith; provided that the foregoing restrictions shall not apply to: (a) [reserved];basis from unrelated third parties, (b) [reserved];transactions between or among the Borrower and its Subsidiaries not involving any other Affiliate, (c) the Transactions and the payment of fees and expenses (including Transaction Expenses) as part of or in connection with the Transactions;Restricted Payments permitted by Section 6.05, (d) Transactions the transactions provided in connection with a Qualified Securitization Facility; the Affiliate Agreements (e) (i) as amended, supplemented, restated or otherwise modified so long as no Event of Default has occurred and is continuing, (Ax) the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees) pursuant to and not in excess of the amounts set forth in the Management Agreement and (B) indemnifications and reimbursement expensesaggregate, in each case, pursuant to the Management Agreement; provided that, upon the occurrence and during the continuance of an Event of Default such amounts described in clauses (A) and (B) may accrue, but not be payable in cash during such period, but all such accrued amounts may be payable in cash upon the cure or waiver of such Event of Default and (ii) the payment of indemnities and reasonable expenses of the Sponsor to the extent attributable to its ownership of Holdings and its Subsidiaries; (f) Restricted Payments permitted under Section 7.06; (g) loans and other Investments made by Holdings and its Restricted Subsidiaries to joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments payments by the Borrower and its Restricted Subsidiaries in are not materially increased, or (y) such joint venture) amendment, supplement, restatement or other modification is not materially adverse to the extent otherwise permitted under Section 7.02;Lenders), (he) transactions described on Schedule 6.08 (as amended, supplemented, restated or otherwise modified by notice from the Borrower to the Administrative Agent so long as (x) in the aggregate, payments by the Borrower and its Restricted Subsidiaries permitted under an express provision are not materially increased, or (including any exceptions theretoy) of this Article VII;such amendment, supplement, restatement or other modification is not materially adverse to the Lenders), (if) employment any Investment that results in the creation of an Affiliate, (g) transactions between or among the Obligors and severance arrangements between any SBIC Subsidiary or any “downstream affiliate” (as such term is used under the rules promulgated under the Investment Company Act) company of an Obligor at prices and on terms and conditions, taken as a whole, not materially less favorable to the Obligors than in good faith is believed could be obtained on an arm’s-length basis from unrelated third parties, (h) the payment of reasonable fees to, and indemnities and director’s and officer’s insurance provided for the benefit of, directors, managers and officers of the Investment Adviser, the Borrower and its Restricted 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 or any Subsidiary in the ordinary course of business;, (i) the Borrower may issue and sell Equity Interests to its Affiliates, (j) the payment of customary fees and reasonable out-of-pocket costs totransactions with Xxxxxxx, and indemnities provided on behalf ofXxxxx & Co. or its Affiliates in accordance with clause (a) above whereby Xxxxxxx, directors, officers, employees and consultants Sachs & Co. or its Affiliates may act as a placement agent or an underwriter in any securities offering of the Borrower and or its Restricted Subsidiaries (or Holdings or any direct or indirect parent of the Borrower in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries);Affiliates, (k) transactions pursuant to agreements, instruments with one or arrangements in existence on more Affiliates permitted by an exemptive order granted by the Closing Date Securities and set forth on Schedule 6.17 or any amendment thereto Exchange Commission prior to the extent such an amendment is not adverse to the Lenders in any material respect;Fourth Amendment Effective Date, and (l) customary payments by Holdings transactions between a Subsidiary that is not an Obligor and any of its 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) in an aggregate amount not to exceed the amount set forth in the Management Agreement as of the date hereof, which payments are approved by the majority of the members of the board of directors of the Borrower or a majority of the disinterested members of the board of directors of the Borrower in good faith; (m) accelerations of earn-out payments owed to members of management or employees of Holdings or any of its Restricted Subsidiaries to the extent such member of management or employee uses the net proceeds of such payments to make an Investment in the form of common equity in a holding company and the cash proceeds of such Investment are contributed to the Borrower in the form of common equity; provided that such Investments do not count toward the Available Excluded Contribution Amount or the Cumulative Credit; (n) the issuance or transfer of Qualified Equity Interests of Borrower to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees, distributes or Affiliate of any of the foregoing) of the Borrower, any of its Subsidiaries or any direct or indirect parent of the Borrower; (o) 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 its 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 reasonably determined by the Borrower) as might reasonably have been obtained at such time from an unaffiliated party; (i) any issuance of securities or rights pursuant to stock options, stock ownership plans (including restricted stock plans), stock grants, directed share programs and other equity based incentive plans and (ii) the execution, delivery and performance of any stockholder or registration rights agreement approved by the board of directors of the Borrower; (q) the entry into and/or the performance of any obligations of Holdings, the Borrower or any of its Restricted Subsidiaries with respect to any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, in each case, which are entered into within the ordinary course of business or consistent with past practice; and (r) payments to or from, and transactions with, joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by Holdings and the Restricted Subsidiaries in such joint venture) in the ordinary course of business to the extent otherwise permitted under Section 7.02thereof that is not an Obligor.

Transactions with Affiliates. The Borrower will conduct(a) Neither the Company nor any of the Guarantors shall enter into any transaction, and cause contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each of its Restricted Subsidiaries to conductthe foregoing, all transactions with any of its Affiliates an “Affiliate Transaction”), unless: (other than the Borrower and its Restricted Subsidiaries1) involving aggregate payments or consideration in excess of the greater of $50,000,000 and 5.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) for any individual transaction or series of related transactions such Affiliate Transaction is on terms that are at least substantially as no less favorable to the Borrower Company or such Restricted Subsidiary as it Guarantor than those that would obtain have been obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate, as determined by the board of directors of the Borrower Company or such Restricted Subsidiary in good faithGuarantor with an unrelated person; provided that the foregoing restrictions shall not apply to:and (a2) [reserved]; (b) [reserved]; (c) the Transactions and the payment if such Affiliate Transaction involves aggregate payments in excess of fees and expenses (including $250.0 million, such Affiliate Transaction Expenses) as part of or in connection with the Transactions; (d) Transactions in connection with a Qualified Securitization Facility; (e) (i) so long as no Event of Default has occurred and is continuing, either (A) the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees) pursuant to and not in excess of the amounts set forth in the Management Agreement and (B) indemnifications and reimbursement expenses, in each case, pursuant to the Management Agreement; provided that, upon the occurrence and during the continuance of an Event of Default such amounts described in clauses (A) and (B) may accrue, but not be payable in cash during such period, but all such accrued amounts may be payable in cash upon the cure or waiver of such Event of Default and (ii) the payment of indemnities and reasonable expenses of the Sponsor to the extent attributable to its ownership of Holdings and its Subsidiaries; (f) Restricted Payments permitted under Section 7.06; (g) loans and other Investments made by Holdings and its Restricted Subsidiaries to joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by the Borrower and its Restricted Subsidiaries in such joint venture) to the extent otherwise permitted under Section 7.02; (h) transactions by the Borrower and its Restricted Subsidiaries permitted under an express provision (including any exceptions thereto) of this Article VII; (i) employment and severance arrangements between the Borrower and its Restricted Subsidiaries and their respective officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements in the ordinary course of business; (j) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, directors, officers, employees and consultants of the Borrower and its Restricted Subsidiaries (or Holdings or any direct or indirect parent of the Borrower in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries); (k) transactions pursuant to agreements, instruments or arrangements in existence on the Closing Date and set forth on Schedule 6.17 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect; (l) customary payments by Holdings and any of its 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) in an aggregate amount not to exceed the amount set forth in the Management Agreement as of the date hereof, which payments are been approved by the majority of the members of the board of directors of the Borrower or a majority of the disinterested members of the board Company’s or the applicable Guarantor’s Board of directors Directors or (B) if there are no disinterested members of the Borrower Company’s or the applicable Guarantor’s Board of Directors, the Company or such Guarantor has obtained the favorable opinion of an independent expert as to the fairness of such Affiliate Transaction to the relevant Guarantor, as the case may be, from a financial point of view, and the Guarantor delivers to the Trustee an Officer’s Certificate, upon which the Trustee shall be permitted to conclusively rely, together with a copy of the applicable resolution of the Company’s or such Guarantor’s Board of Directors set forth in good faithan Officer’s Certificate certifying that such Affiliate Transaction has been so approved and complies with clause (1) above; (mb) accelerations The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of earnthe prior paragraph: (1) (a) transactions between or among the Company and the Guarantors and (b) any transaction pursuant to, or related to, an Intercompany Loan; (2) transactions that do not violate the provisions of Section 4.11 hereof; (3) any transactions pursuant to agreements in effect on the Issue Date and any modifications, extensions or renewals thereof that are no less favorable to the Company or the applicable Guarantor than such agreement as in effect on the Issue Date; (4) transactions with Affiliates solely in their capacity as holders of Indebtedness or Capital Stock of the Company or any Guarantor, relating solely to such Indebtedness or Capital Stock; (5) any transaction in connection with a Spectrum Joint Venture that is not prohibited by Section 4.13(a)(1) or Section 4.13(a)(2) hereof; (6) so long as it complies with clause (a) of this Section 4.14, and the covenant set forth under Section 4.13, transactions with respect to any sale, lease, conveyance, license or other disposition of any Spectrum Assets in connection with the commercialization or utilization of wireless spectrum licenses; (7) overhead and other ordinary-out payments owed course allocations of costs and services on a reasonable basis so long as such arrangements are comparable to members arrangements made on an arm’s length basis; (8) allocations of management tax liabilities and other tax-related items among the Guarantors and its Affiliates (including pursuant to a tax sharing agreement or employees arrangement) based principally upon the financial income, taxable income, credits and other amounts directly related to the respective parties, to the extent that the share of Holdings such liabilities and other items allocable to the Guarantors and its Subsidiaries shall not exceed the amount that such Persons would have been responsible for as a direct taxpayer; (9) so long as it complies with clause (a) of this Section 4.14, the provision of backhaul, uplink, transmission, billing, customer service, programming acquisition and other ordinary course services by the Company or any of its Restricted Subsidiaries the Guarantors to the extent such member of management or employee uses the net proceeds of such payments Satellite Communications Operating Corporation and to make an Investment in the form of common equity in Transponder Encryption Services Corporation on a holding company and the cash proceeds of such Investment are contributed to the Borrower in the form of common equity; provided that such Investments do not count toward the Available Excluded Contribution Amount or the Cumulative Creditbasis consistent with past practice; (n10) the issuance arrangements or transfer of Qualified Equity Interests of Borrower to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees, distributes or Affiliate of any of the foregoing) of the Borrower, any of its Subsidiaries or any direct or indirect parent of the Borrower; (o) transactions with customers, clients, joint venture partners, suppliers or purchasers or sellers of goods or services, in each case agreements entered into in the ordinary course of business providing for the acquisition or provision of goods and otherwise in compliance with the terms of this Agreement that are fair to the Borrower and its 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 reasonably determined by the Borrower) as might reasonably have been obtained at such time from an unaffiliated partyservices; (i11) any issuance of securities or rights pursuant to stock options, stock ownership plans (including restricted stock plans), stock grants, directed share programs and other equity based incentive plans and (ii) transactions with the execution, delivery and performance of any stockholder or registration rights agreement approved by the board of directors of the Borrower; (q) the entry into and/or the performance of any obligations of Holdings, the Borrower Company or any of its Restricted Subsidiaries with respect controlled Affiliates that have been approved by a majority of the members of the audit committee of the Company or a majority of Disinterested Directors or a special committee of the Board of Directors of the Company consisting solely of Disinterested Directors; (12) amendments, modifications, renewals or replacements from time to time of any financial advisoryof the contracts, financingarrangements, underwriting or placement services or in respect other matters referred to or contemplated by any of other investment banking activitiesthe foregoing items; provided that any such amendments, in each casemodifications, which are entered into within renewals or replacements shall not be on terms materially less advantageous to the ordinary course of business Company or consistent with past practicethe Guarantors; and (r13) payments transactions with any person or any of its controlled affiliates that owns or acquires from the Company or any Subsidiary all or substantially all of the assets primarily used (or intended to or from, and transactions be used) in connection with, joint ventures (to or reasonably related to, the extent Retail Wireless Business, as determined in good faith by the Company or such Subsidiary, that have been approved by a majority of the members of the audit committee of the Company or a special committee of the Company’s Board of Directors consisting solely of members of the Company’s Board of Directors who are not directors, officers or employees of such person or any such joint venture is only an Affiliate as a result of Investments by Holdings and the Restricted Subsidiaries in such joint venture) in the ordinary course of business to the extent otherwise permitted under Section 7.02its controlled Affiliates.

Transactions with Affiliates. The Borrower will conduct, and cause each Enter into any transaction of its Restricted Subsidiaries to conduct, all transactions any kind with any Affiliate of its Affiliates (other than the Borrower and its Restricted Subsidiaries) involving an aggregate payments or consideration in excess of $2,500,000, whether or not in the greater ordinary course of $50,000,000 and 5.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined business, other than on terms, taken as a Pro Forma Basis in accordance with Section 1.09) for any individual transaction or series of related transactions on terms that are at least substantially as whole, not materially less favorable to the Borrower or such Restricted Subsidiary as it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate, as determined be obtainable by the board of directors of the Borrower or such Restricted Subsidiary in good faithat the time with a Person other than an Affiliate; provided that the foregoing restrictions restriction shall not apply to: (a) [reserved]transactions between or among the Borrower, the Subsidiary Guarantors and the Qualified Subsidiaries; (b) [reserved]; (c) the Transactions and the payment of fees and expenses (including Transaction Expenses) as part of or in connection with the Transactions; (d) Transactions in connection with a Qualified Securitization Facility; (e) (i) so long as no Event of Default has occurred and is continuing, (A) the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees) pursuant to and not in excess of the amounts set forth in the Management Agreement and (B) indemnifications and reimbursement expenses, in each case, pursuant to the Management Agreement; provided that, upon the occurrence and during the continuance of an Event of Default such amounts described in clauses (A) and (B) may accrue, but not be payable in cash during such period, but all such accrued amounts may be payable in cash upon the cure or waiver of such Event of Default and (ii) the payment of indemnities and reasonable expenses of the Sponsor to the extent attributable to its ownership of Holdings and its Subsidiaries; (f) Restricted Payments permitted under Section 7.06; (g) loans and other Investments made by Holdings and its Restricted Subsidiaries to joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments payments by the Borrower and its Restricted Subsidiaries in such joint venture) to the extent otherwise permitted under Section 7.02; (h) transactions by the Borrower and its Restricted Subsidiaries permitted under an express provision (including any exceptions thereto) of this Article VII; (i) employment and severance arrangements between the Borrower and its Restricted Subsidiaries and their respective officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements in the ordinary course of business; (j) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, directors, officers, employees and consultants of the Borrower and its Restricted Subsidiaries (or Holdings or any direct or indirect parent of the Borrower in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries); (k) transactions pursuant to agreements, instruments or arrangements in existence on the Closing Date and set forth on Schedule 6.17 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect; (l) customary payments by Holdings and any of its 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) in an aggregate amount not to exceed the amount set forth in the Management Agreement as of the date hereof, which payments are approved by the majority of the members of the board of directors of the Borrower or a majority of the disinterested members of the board of directors of the Borrower in good faith; (m) accelerations of earn-out payments owed to members of management or employees of Holdings or any of its Restricted Subsidiaries to the extent such member of management or employee uses the net proceeds of such payments to make an Investment in the form of common equity in a holding company and the cash proceeds of such Investment are contributed to the Borrower in the form of common equity; provided that such Investments do not count toward the Available Excluded Contribution Amount or the Cumulative Credit; (n) the issuance or transfer of Qualified Equity Interests of Borrower to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees, distributes or Affiliate of any of the foregoing) of the Borrower, any of its Subsidiaries or any direct or indirect parent of the Borrower; (o) 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 its 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 reasonably determined by the Borrower) as might reasonably have been obtained at such time from an unaffiliated party; (i) any issuance of securities or rights pursuant to stock options, stock ownership plans (including restricted stock plans), stock grants, directed share programs and other equity based incentive plans and (ii) the execution, delivery and performance of any stockholder or registration rights agreement approved by the board of directors of the Borrower; (q) the entry into and/or the performance of any obligations of Holdings, the Borrower or any of its Restricted Subsidiaries with respect to Holders 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 disinterested members of the Board of Directors of the Borrower in good faith in an aggregate amount for all such fees for any transaction not to exceed 2.0% of the aggregate value of such transaction, and (ii) fees payable pursuant to the Sponsor Management Agreement as in effect on the Signing Date or as amended in a manner not adverse in any material respect to the Lenders; (c) any lease or sublease entered into between the Borrower or any Restricted Subsidiary, as lessee, and any Affiliate of the Borrower, as lessor or sublessor, which is approved by a majority of the disinterested members of the Board of Directors of the Borrower in good faith; (d) existing Indebtedness and any other obligations otherwise permitted hereunder pursuant to an agreement existing on the Amendment No. 1 Effective Date as set forth on Schedule 7.02, as such agreement may be amended pursuant to Section 7.02(g); (e) any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business and payments pursuant thereto; (f) payment of reasonable directors’ fees; (g) any issuance of Equity Interests (other than Disqualified Stock) of Holdings to Affiliates of the Borrower; (h) Investments made pursuant to Section 7.03(b), (c), (e), (h), (j), (k), (n), (v), (w), (x) or (y) or Restricted Payments made pursuant to Section 7.06; (i) loans (or cancellation of loans) or advances to employees in the ordinary course of business; (j) transactions with joint ventures, customers, suppliers, contractors, joint venture partners (including physicians) or purchasers or sellers of goods or services, in each case, case which are in the ordinary course of business (including pursuant to joint venture agreements) and otherwise in compliance with the terms of the Loan Documents, and which are fair to the Borrower or its Subsidiaries, as applicable, in the reasonable determination of the Board of Directors, chief executive officer or chief financial officer of the Borrower or its Subsidiaries, as applicable, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (k) the existence of, or the performance by the Borrower or any Restricted Subsidiary of their obligations, if any, or obligations of Holdings under the terms of, any subscription, registration rights or stockholders agreement, partnership agreement or limited liability company agreement or similar agreement to which Holdings, the Borrower or any Restricted Subsidiary is a party as of the Signing Date and listed on Schedule 7.08 and any similar agreements which the Borrower, any Restricted Subsidiary, Holdings or any other direct or indirect parent company of the Borrower may enter into thereafter; provided, however, that the entering into by the Borrower or any Restricted Subsidiary or the performance by the Borrower or any Restricted Subsidiary of obligations under any future amendment to any such existing agreement or under any similar agreement entered into within after the Signing Date will only be permitted by this clause to the extent that the terms of any such amendment or new agreement, taken as a whole, are not materially disadvantageous to the Lenders, as determined in good faith by the Board of Directors, chief executive officer or chief financial officer of the Borrower; (l) the Specified Purchase Agreement Payments; (m) the entering into of any tax sharing agreement or arrangement and any Permitted Payments to Holdings; (n) the issuance of Equity Interests (other than Disqualified Stock) in Holdings, the Borrower or any Restricted Subsidiary for compensation of employees, officers, directors, consultants and joint venture partners in the ordinary course of business or consistent in connection with past practice; andthe Special Distribution; (ro) payments to or from, and transactions with, joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by Holdings and the Restricted Subsidiaries in such joint venture) intellectual property licenses in the ordinary course of business business; (p) transactions in which the Borrower or any Restricted Subsidiary delivers to the Administrative Agent a letter from an accounting, appraisal or investment banking firm of national standing stating that such transaction is fair to the Borrower or such Restricted Subsidiary from a financial point of view and which are approved by a majority of the disinterested members of the Board of Directors of the Borrower in good faith; (q) customary transactions pursuant to Qualified Receivables Transactions; (r) transactions contemplated by the Tax Receivable Agreement as in effect on the Amendment No. 1 Effective Date, including the making of TRA Payments; provided, however, that the entering into by the Borrower or any Restricted Subsidiary or the performance by the Borrower or any Restricted Subsidiary of obligations under any future amendment to the Tax Receivable Agreement will only be permitted by this clause to the extent otherwise that the terms of any such amendment, taken as a whole, are not materially disadvantageous to the Lenders, as determined in good faith by the Board of Directors, chief executive officer or chief financial officer of the Borrower; and (s) the Loan Servicing Agreement and the Intercompany Note Disposition Agreement, each as in effect on the Amendment No. 1 Effective Date and all transactions contemplated therein, including the making of payments relating thereto by the Borrower or any Restricted Subsidiary to any Affiliate of the Borrower; provided, however, that the entering into by the Borrower or any Restricted Subsidiary or the performance by the Borrower or any Restricted Subsidiary of obligations under any future amendment to such agreement will only be permitted under Section 7.02by this clause to the extent that the terms of any such amendment, taken as a whole, are not materially disadvantageous to the Lenders, as determined in good faith by the Board of Directors, chief executive officer or chief financial officer of the Borrower.

Transactions with Affiliates. The Borrower will conduct, and cause each of its Restricted Subsidiaries to conduct, all transactions with any of its Affiliates (other than the Borrower and its Restricted Subsidiaries) involving aggregate payments or consideration in excess of the greater of $50,000,000 and 5.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) for any individual transaction or series of related transactions on terms that are at least substantially as favorable to the Borrower or such Restricted Subsidiary as it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate, as determined by the board of directors of the Borrower or such Restricted Subsidiary in good faith; provided that the foregoing restrictions shall not apply to: (a) [reserved]; (b) [reserved]; (c) the Transactions and the payment of fees and expenses (including Transaction Expenses) Retention as part of or in connection with the Transactions; (d) Transactions in connection with a Qualified Securitization Facility; (e) (i) so long as no Event of Default has occurred and is continuing, (A) the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees) pursuant to and not in excess of the amounts set forth in the Management Agreement and (B) indemnifications and reimbursement expenses, in each case, pursuant to the Management Agreement; provided that, upon the occurrence and during the continuance of an Event of Default such amounts described in clauses (A) and (B) may accrue, but not be payable in cash during such period, but all such accrued amounts may be payable in cash upon the cure or waiver of such Event of Default and (ii) the payment of indemnities and reasonable expenses of the Sponsor to the extent attributable to its ownership of Holdings and its Subsidiaries; (f) Restricted Payments permitted under Section 7.06; (g) loans and other Investments made by Holdings and its Restricted Subsidiaries to joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by the Borrower and its Restricted Subsidiaries in such joint venture) to the extent otherwise permitted under Section 7.02; (h) transactions by the Borrower and its Restricted Subsidiaries permitted under an express provision (including any exceptions thereto) of this Article VII;Asset Manager. (i) employment and severance arrangements between the Borrower and its Restricted Subsidiaries and their respective officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements in the ordinary course of business; (j) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, directors, officers, employees and consultants of the Borrower and its Restricted Subsidiaries (or Holdings or any direct or indirect parent of the Borrower in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries); (k) transactions pursuant to agreements, instruments or arrangements in existence on the Closing Date and set forth on Schedule 6.17 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect; (l) customary payments by Holdings and any of its 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) in an aggregate amount not to exceed the amount set forth in the Management Agreement as As of the date hereof, Company and CatchMark TRS Creek Management, LLC (the “Asset Manager”) have entered into an asset management agreement with respect to the Property in the form attached hereto as Exhibit F (the “Asset Management Agreement”), which payments are Asset Management Agreement is hereby approved by the majority Board. Asset Manager shall undertake such obligations and responsibilities as are set forth in the Asset Management Agreement, including to (i) prepare and provide for submission to and approval by the Board, prior to approval of the members first Annual Budget, health and safety policies and procedures for employees and contractors, as well as for Asset Manager to track, report and manage workplace health and safety, (ii) ensure that the Property is managed in accordance with Sustainable Forestry Initiative requirements, including all required reporting and auditing obligations, and forecast a timeline for audits and recertification, as applicable, (iii) comply with the requirements of the board of directors Wood Supply Agreements, including preparing, delivering and obtaining approval of the Borrower Annual Plan, Forecast Plan and Delivery Plan (as each such term is defined in the Wood Supply Agreements) each year when and as required in the Wood Supply Agreements, (iv) report quarterly to the Board any variances in harvest from the harvest plans for previous calendar quarter, and shall not exceed any Allowable Variance without having first obtained Board approval and (v) submit to the Board monthly reports detailing any recordable incidents for employees and contractors that occurred in the previous month and any material environmental compliance matters, including violations or potential violations of laws, regulations and best management practices applicable to the Property and the operation of the same. For the avoidance of doubt, the Asset Manager shall not be reimbursed for any expenses under the Asset Management Agreement to the extent that an Affiliate of the Asset Manager was reimbursed for such expenses pursuant to this Agreement or otherwise. (ii) The Asset Management Agreement shall have a term of seven (7) years unless earlier terminated in accordance with its terms; provided, that a majority of the disinterested members Preferred Board Members (acting without the consent of any other Board Members) may direct Company to terminate the Asset Management Agreement in accordance with the terms of the board Asset Management Agreement (A) in the event that any Change of directors Control (as such term is defined in the Asset Management Agreement) occurs without the prior written consent of the Borrower Board, (B) for Cause (as such term is defined in good faith;the Asset Management Agreement) or (C) as a result of a Key Man Event (as such term is defined in the Asset Management Agreement). (miii) accelerations For the avoidance of earn-out payments owed to members of management or employees of Holdings or any of its Restricted Subsidiaries to the extent such member of management or employee uses the net proceeds of such payments to make an Investment doubt, in the form of common equity in a holding company and the cash proceeds of such Investment are contributed to the Borrower in the form of common equity; provided that such Investments do not count toward the Available Excluded Contribution Amount or the Cumulative Credit; (n) the issuance or transfer of Qualified Equity Interests of Borrower to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees, distributes or Affiliate event of any of the foregoing) of the Borrower, any of its Subsidiaries or any direct or indirect parent of the Borrower; (o) 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 conflict between the terms of this Agreement that are fair to and the Borrower and its Restricted Subsidiaries, in the reasonable determination terms of the board of directors or Asset Management Agreement, the senior management terms of the Borrower, or are on terms at least as favorable (as reasonably determined by the Borrower) as might reasonably have been obtained at such time from an unaffiliated party; (i) any issuance of securities or rights pursuant to stock options, stock ownership plans (including restricted stock plans), stock grants, directed share programs and other equity based incentive plans and (ii) the execution, delivery and performance of any stockholder or registration rights agreement approved by the board of directors of the Borrower; (q) the entry into and/or the performance of any obligations of Holdings, the Borrower or any of its Restricted Subsidiaries with respect to any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, in each case, which are entered into within the ordinary course of business or consistent with past practice; and (r) payments to or from, and transactions with, joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by Holdings and the Restricted Subsidiaries in such joint venture) in the ordinary course of business to the extent otherwise permitted under Section 7.02Asset Management Agreement shall control.

Transactions with Affiliates. The Neither Holdings nor the Borrower will, nor will conductthey permit any Subsidiary to, and cause each of its Restricted Subsidiaries to conductsell, all lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with with, any of its Affiliates Affiliates, except (other than the Borrower a) transactions that do not involve Holdings or any of its subsidiaries that are not Subsidiaries and its Restricted Subsidiaries) involving aggregate payments or consideration in excess of the greater of $50,000,000 are at prices and 5.0% of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered (determined on a Pro Forma Basis in accordance with Section 1.09) for any individual transaction or series of related transactions on terms that are at least substantially as and conditions not less favorable to the Borrower or such Restricted Subsidiary as it would obtain in a comparable arm’sthan could be obtained on an arm's-length transaction with a Person that is not an Affiliate, as determined by the board of directors of the Borrower or such Restricted Subsidiary in good faithbasis from unrelated third parties; provided that the foregoing restrictions shall such transactions, if not apply to: (a) [reserved]; (b) [reserved]; (c) the Transactions and the payment of fees and expenses (including Transaction Expenses) as part of or in connection with the Transactions; (d) Transactions in connection with a Qualified Securitization Facility; (e) (i) so long as no Event of Default has occurred and is continuing, (A) the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees) pursuant to and not in excess of the amounts set forth in the Management Agreement and (B) indemnifications and reimbursement expenses, in each case, pursuant to the Management Agreement; provided that, upon the occurrence and during the continuance of an Event of Default such amounts described in clauses (A) and (B) may accrue, but not be payable in cash during such period, but all such accrued amounts may be payable in cash upon the cure or waiver of such Event of Default and (ii) the payment of indemnities and reasonable expenses of the Sponsor to the extent attributable to its ownership of Holdings and its Subsidiaries; (f) Restricted Payments permitted under Section 7.06; (g) loans and other Investments made by Holdings and its Restricted Subsidiaries to joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by the Borrower and its Restricted Subsidiaries in such joint venture) to the extent otherwise permitted under Section 7.02; (h) transactions by the Borrower and its Restricted Subsidiaries permitted under an express provision (including any exceptions thereto) of this Article VII; (i) employment and severance arrangements between the Borrower and its Restricted Subsidiaries and their respective officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements in the ordinary course of business; , are set forth in writing and have been approved by a majority of the members of the Governing Board of the Borrower having no personal stake in such transactions, and, if such transaction involves an amount in excess of $20,000,000, has been determined by a nationally recognized appraisal or investment banking firm to be fair, from a financial standpoint, to the Borrower and its Subsidiaries, (jb) transactions between or among the payment Borrower and the Subsidiary Loan Parties not involving any other Affiliate, (c) any Restricted Payment permitted by Section 6.08, (d) provided no Event of customary Default set forth in clauses (a) or (b) of Article VII is continuing or would result therefrom, any payments to the Sponsors or any of their Controlled Affiliates pursuant to the Management Agreement as in effect on the Effective Date; provided that any payments pursuant to this clause (d) with respect to management fees and shall not exceed $2,000,000 in any fiscal year of the Borrower, plus all reasonable out-of-pocket costs toexpenses incurred by, and indemnities provided on behalf indemnification rights of, directorsthe Sponsors or their Controlled Affiliates in connection with its performance of management, officersconsulting, employees and consultants of monitoring, financial advisory or other services with respect to the Borrower and its Restricted Subsidiaries Subsidiaries, (or Holdings or any direct or indirect parent e) the sale of receivables on substantially the same terms that the receivables of the Borrower in the ordinary course of business are purchased by Qwest Corp. pursuant to the extent attributable Billing and Collection Agreement as in effect on the Effective Date, (f) the payment of reasonable fees to directors of Holdings or the ownership or operation Borrower who are not employees of the Borrower and its Restricted Subsidiaries); (k) transactions pursuant to agreements, instruments or arrangements in existence on the Closing Date and set forth on Schedule 6.17 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect; (l) customary payments by Holdings and any of its Subsidiaries, (g) 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 stock ownership plans or similar employee benefit plans approved by the Governing Board of the Borrower, provided that any payments of cash or transfers of debt securities or assets pursuant to this clause (g), taken together with Restricted Payments pursuant to Section 6.08(a)(iii), shall not exceed $10,000,000 in any fiscal year of the Borrower, (h) the existence of, or performance by the Borrower or any of its Subsidiaries of its obligations under the terms of, any tax sharing agreement permitted under Section 6.14 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) in an aggregate amount not to exceed the amount set forth in the Management Agreement which it is a party as of the date hereofEffective Date, which payments are (i) Shared Services Payments made to the Parent not less frequently than quarterly pursuant to procedures (including procedures for allocating reimbursable costs) approved as being fair and reasonable by the a majority of the members of the board of directors of the Borrower or a majority of the disinterested members of the board of directors of the Borrower in good faith; (m) accelerations of earn-out payments owed to members of management or employees of Holdings or any of its Restricted Subsidiaries to the extent such member of management or employee uses the net proceeds of such payments to make an Investment in the form of common equity in a holding company and the cash proceeds of such Investment are contributed to the Borrower in the form of common equity; provided that such Investments do not count toward the Available Excluded Contribution Amount or the Cumulative Credit; (n) the issuance or transfer of Qualified Equity Interests of Borrower to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees, distributes or Affiliate of any of the foregoing) Governing Board of the Borrower, any of its Subsidiaries or any direct or indirect parent of the Borrower; (oj) 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 its 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 reasonably determined by the Borrower) as might reasonably have been obtained at such time from an unaffiliated party; under (i) the Employee Outsourcing and Shared Services Agreement as in effect on the Second Amendment Effective Date and as amended or modified after the Second Amendment Effective Date, provided that any issuance such amendment or modification is not adverse in any material respect to the interests of securities or rights pursuant to stock options, stock ownership plans (including restricted stock plans), stock grants, directed share programs and other equity based incentive plans the Lenders and (ii) the execution, delivery Employee Cost Sharing Agreement and performance of any stockholder or registration rights agreement approved (k) arrangements pursuant to which payments by Qwest for advertising in directories that were committed to be made in connection with the Acquisition and the acquisition by the board Phase II Borrower of directors of Qwest's directories services business in the Borrower; (q) the entry into and/or the performance of any obligations of Holdings, West Territories are allocated approximately 42% to the Borrower or any of its Restricted Subsidiaries with respect to any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, in each case, which are entered into within the ordinary course of business or consistent with past practice; and (r) payments to or from, and transactions with, joint ventures (approximately 58% to the extent any such joint venture is only an Affiliate as a result of Investments by Holdings and the Restricted Subsidiaries in such joint venture) in the ordinary course of business Phase II Borrower (without regard to the extent otherwise permitted under Section 7.02directories in which such advertising is actually placed).

Transactions with Affiliates. The Borrower will conduct, and cause each Enter into any transaction of its Restricted Subsidiaries to conduct, all transactions any kind with any of its Affiliates (other than the Borrower and its Restricted Subsidiaries) involving aggregate payments or consideration in excess Affiliate of the greater Borrowers, whether or not in the ordinary course of $50,000,000 and 5.0% business, other than: (a) transactions between or among the Borrowers or any Restricted Subsidiary or any entity that becomes a Restricted Subsidiary as a result of Consolidated EBITDA for the most recently completed Test Period for which financial statements have been delivered such transaction; (determined on a Pro Forma Basis in accordance with Section 1.09b) for any individual transaction or series of related transactions on terms that are at least substantially as not less favorable to the Borrower Borrowers or such Restricted Subsidiary as it would obtain be obtainable by the Borrowers or such Restricted Subsidiary at the time in a comparable arm’s-length transaction with a Person that is not other than an Affiliate, as determined by the board of directors of the Borrower or such Restricted Subsidiary in good faith; provided that the foregoing restrictions shall not apply to: (a) [reserved]; (b) [reserved]; (c) the Transactions Transaction and the payment of fees and expenses (including Transaction Expenses) as part of or in connection with related to the TransactionsTransaction; (d) Transactions the issuance of Equity Interests to any officer, director, manager, employee or consultant of the Borrowers or any of their Subsidiaries or any direct or indirect parent of the Borrowers in connection with a Qualified Securitization Facilitythe Transaction; (e) (i) so long as no Event of Default has occurred and is continuing, (A) the payment of management, monitoringadvisory, consulting, advisory and other fees (including refinancing, subsequent transaction and termination fees) exit fees to the Sponsor 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 in excess of to exceed the amounts amount set forth in the Sponsor Management Agreement as in effect on the date hereof and (B) indemnifications related indemnities and reimbursement reasonable expenses, in each case, pursuant to the Management Agreement; provided that, upon the occurrence and during the continuance of an Event of Default such amounts described in clauses (A) and (B) 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) the payment of indemnities and reasonable expenses of the Sponsor to the extent attributable to its ownership of Holdings and its SubsidiariesDefault; (f) equity issuances, repurchases, redemptions, retirements or other acquisitions or retirements of Equity Interests by the Borrowers or any Restricted Payments Subsidiary permitted under Section 7.06; (g) loans and other Investments made transactions by Holdings and its Restricted among the Borrowers and/or one or more Subsidiaries to joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by the Borrower and its Restricted Subsidiaries in such joint venture) to the extent otherwise permitted under Section 7.02; (h) transactions by the Borrower and its Restricted Subsidiaries permitted under an express provision (including any exceptions thereto) of this Article VII; (ih) employment and severance arrangements between the Borrower and its Restricted Borrowers or any of their Subsidiaries and their respective officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements in arrangements; (i) to the ordinary course extent permitted by Sections 7.06(g)(i) and (iii), payments by the Borrowers (and any direct or indirect parent thereof) and their Restricted Subsidiaries pursuant to any tax sharing agreements among the Borrowers (and any such direct or indirect parent thereof) and their Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of businessthe Borrowers and their Restricted Subsidiaries; (j) the payment of customary fees and reasonable out-of-out of pocket costs to, and indemnities provided on behalf of, directors, managers, officers, employees and consultants of the Borrower Borrowers and its their Restricted Subsidiaries (or Holdings or any direct or indirect parent of the Borrower Borrowers in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower Borrowers and its their Restricted Subsidiaries); (k) transactions pursuant to agreements, instruments or arrangements agreements in existence on the Closing Date and set forth on Schedule 6.17 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 Holdings the Borrowers and any of its 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) in an aggregate amount not to exceed the amount set forth in the Management Agreement as of the date hereof), which payments are approved approved, as applicable pursuant to requirements of law or the relevant constituent documents of the Borrowers or such Restricted Subsidiary, by the majority of the members of the board of directors of the Borrower managers or a majority of the disinterested members of the board of directors managers of the Borrower Borrowers in good faith; (m) accelerations of earn-out payments owed to members of management or employees of Holdings or any of its Restricted Subsidiaries to the extent such member of management or employee uses the net proceeds of faith and such payments to make an Investment in shall not exceed 1% of the form of common equity in a holding company and the cash proceeds of transaction value for each such Investment are contributed to the Borrower in the form of common equitytransaction; provided that such Investments do not count toward the Available Excluded Contribution Amount or the Cumulative Credit;and (n) transactions entered into by an Unrestricted Subsidiary with an Affiliate prior to the issuance or transfer of Qualified Equity Interests of Borrower to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees, distributes or Affiliate redesignation of any of the foregoing) of the Borrower, any of its Subsidiaries or any direct or indirect parent of the Borrower; (o) 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 such Unrestricted Subsidiary as a Restricted Subsidiary pursuant to the Borrower and its Restricted Subsidiaries, in the reasonable determination definition of the board of directors or the senior management of the Borrower, or are on terms at least as favorable (as reasonably determined by the Borrower) as might reasonably have been obtained at such time from an unaffiliated party; (i) any issuance of securities or rights pursuant to stock options, stock ownership plans (including restricted stock plans), stock grants, directed share programs and other equity based incentive plans and (ii) the execution, delivery and performance of any stockholder or registration rights agreement approved by the board of directors of the Borrower; (q) the entry into and/or the performance of any obligations of Holdings, the Borrower or any of its Restricted Subsidiaries with respect to any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, in each case, which are entered into within the ordinary course of business or consistent with past practice; and (r) payments to or from, and transactions with, joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by Holdings and the Restricted Subsidiaries in such joint venture) in the ordinary course of business to the extent otherwise permitted under Section 7.02“Unrestricted Subsidiary.”

Transactions with Affiliates. The Borrower will conductShall ensure that neither the Borrower, and cause each of its Restricted Subsidiaries to conduct, all transactions with nor STBV nor any of its Affiliates (other their respective Subsidiaries shall enter into any transaction that is valued at more than the Borrower and its Restricted Subsidiaries) involving aggregate payments or consideration in excess of the greater of $50,000,000 45,000,000 and 5.0% of Consolidated EBITDA of the Borrower Parties for the most recently completed recent Test Period for which financial statements have been delivered (determined or are required to have been) furnished pursuant to Section 6.01 ended on or prior to the date of such transaction for the most recently ended Test Period as of such time of any kind with any Affiliate of STBV, whether or not in the ordinary course of business, other than (a) transactions among Loan Parties or any entity that becomes a Pro Forma Basis in accordance with Section 1.09Loan Party as a result of such transaction, (b) for any individual transaction or series of related transactions on fair and reasonable terms that are at least substantially as favorable to the Borrower STBV or such Restricted Subsidiary as it would obtain be obtainable by STBV or such Restricted Subsidiary in a comparable arm’s-length transaction with a Person that is not other than an Affiliate, as determined by the board of directors of the Borrower or such Restricted Subsidiary in good faith; provided that the foregoing restrictions shall not apply to: (a) [reserved]; (b) [reserved]; (c) the Transactions and the payment of fees fees, costs and expenses (including Transaction Expenses) as part of or in connection with the Transactions; consummation of the Transactions and the other transactions contemplated hereby, (d) Transactions in connection with a Qualified Securitization Facility; (e) (i) so long as no Event of Default has occurred and is continuing, (A) the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees) pursuant to and not in excess of the amounts set forth in the Management Agreement and (B) indemnifications and reimbursement expenses, in each case, pursuant to the Management Agreement; provided that, upon the occurrence and during the continuance of an Event of Default such amounts described in clauses (A) and (B) may accrue, but not be payable in cash during such period, but all such accrued amounts may be payable in cash upon the cure or waiver of such Event of Default and (ii) the payment of indemnities and reasonable expenses of the Sponsor to the extent attributable to its ownership of Holdings and its Subsidiaries; (f) Restricted Payments permitted under Section 7.06; (g) loans and other Investments made transactions by Holdings STBV and its Restricted the Subsidiaries to joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments not prohibited by the Borrower and its Restricted Subsidiaries in such joint venturethis Agreement, (e) to the extent otherwise permitted under Section 7.02; (h) transactions by the Borrower and its Restricted Subsidiaries permitted under an express provision (including any exceptions thereto) of this Article VII; (i) entering into employment and severance arrangements between Parent, STBV and the Borrower and its Restricted Subsidiaries and their respective officers and employees employees, as determined in good faith by the ordinary course board of business directors or senior management of the relevant Person, (f) payments by STBV and transactions the Restricted Subsidiaries pursuant to stock option plans the tax sharing agreements among Parent, STBV and employee benefit plans and arrangements in the ordinary course of business; (j) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, directors, officers, employees and consultants of the Borrower and its Restricted Subsidiaries (or Holdings or any direct or indirect parent of the Borrower in the ordinary course of business on customary terms to the extent attributable to the ownership or operation operations of STBV and the Borrower Subsidiaries, (g) the payment of customary fees and its Restricted Subsidiaries); (k) transactions pursuant reimbursement of reasonable out-of-pocket costs of, and customary indemnities provided to agreementsor on behalf of, instruments or arrangements in existence on directors, officers and employees of Parent, STBV and the Closing Date and set forth on Schedule 6.17 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect; (l) customary payments by Holdings and any of its 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) in an aggregate amount not to exceed the amount set forth in the Management Agreement ordinary course of business, as of the date hereof, which payments are approved determined in good faith by the majority of the members of the board of directors or senior management of the Borrower or a majority relevant Person, (h) [reserved], (i) Restricted Payments permitted under Section 7.06, (j) payment of the disinterested members of the board of directors of the Borrower in good faith; (m) accelerations of earn-out payments owed reasonable compensation to members of management or officers and employees of Holdings for services actually rendered to any Loan Party or any of its Subsidiaries, (k) stock option and compensation plans of the Loan Parties and their Subsidiaries, (l) advances and loans to officers, directors, members of management and employees of Parent, STBV or any Restricted Subsidiaries Subsidiary to the extent such member specifically permitted under Section 7.02(b), (m) Investments consisting of management promissory notes issued by any Loan Party to future, present or employee uses the net proceeds former officers, directors and employees, members of such payments to make an Investment in the form of common equity in a holding company and the cash proceeds of such Investment are contributed to the Borrower in the form of common equity; provided that such Investments do not count toward the Available Excluded Contribution Amount management, or the Cumulative Credit; (n) the issuance or transfer of Qualified Equity Interests of Borrower to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees, distributes or Affiliate of any consultants of the foregoing) of the Borrower, Original BV Borrower or any of its Subsidiaries or any direct their respective estates, spouses or indirect parent former spouses to finance the purchase or redemption of Equity Interests of the Borrower; Ultimate Parent, to the extent the applicable Restricted Payment is permitted by Section 7.06, (n) any transaction with a Securitization Subsidiary effected as part of a Qualified Securitization Financing and (o) other 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 specifically permitted under this Agreement that are fair to the Borrower (including, without limitation, sale/leaseback transactions, Dispositions, Investments and its 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 reasonably determined by the Borrower) as might reasonably have been obtained at such time from an unaffiliated party; (i) any issuance of securities or rights pursuant to stock options, stock ownership plans (including restricted stock plansIndebtedness), stock grants, directed share programs and other equity based incentive plans and (ii) the execution, delivery and performance of any stockholder or registration rights agreement approved by the board of directors of the Borrower; (q) the entry into and/or the performance of any obligations of Holdings, the Borrower or any of its Restricted Subsidiaries with respect to any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, in each case, which are entered into within the ordinary course of business or consistent with past practice; and (r) payments to or from, and transactions with, joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by Holdings and the Restricted Subsidiaries in such joint venture) in the ordinary course of business to the extent otherwise permitted under Section 7.02.

Transactions with Affiliates. The Borrower will conduct, and cause each of its the Restricted Subsidiaries to conduct, all transactions with any of its Affiliates (other than the Borrower and its Restricted Subsidiaries) involving aggregate payments or consideration in excess of the greater of (x) $50,000,000 15,000,000 and 5.0(y) 9% of Consolidated EBITDA for the most recently completed ended Test Period for which financial statements have been delivered (determined calculated on a Pro Forma Basis in accordance with Section 1.09Basis) at the time of such Affiliate transaction, for any individual transaction or series of related transactions on terms that are at least substantially as favorable to the Borrower or such Restricted Subsidiary as it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate, as determined by the board of directors of the Borrower or such Restricted Subsidiary in good faith; provided that the foregoing restrictions shall not apply to: to (a) [reserved]; the payment of customary investment banking fees paid to the Sponsors for services rendered to the Borrower and the Subsidiaries in connection with (without duplication) (i) financial advisory, consulting, financing, underwriting or placement services or in respect of other investment banking activities and (ii) divestitures, acquisitions, financings and other transactions which payments are approved by a majority of the board of directors of the Borrower in good faith, (b) [reserved]; transactions permitted by Section 10.5 (other than Section 10.5(b)(13)), (c) consummation of the Transactions and the payment of fees and expenses (including the Transaction Expenses) as part of or in connection with the Transactions; , (d) Transactions in connection with a Qualified Securitization Facility; the issuance of Capital Stock or Stock Equivalents of the Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries not otherwise prohibited by the Credit Documents, (e) loans, advances and other transactions between or among the Borrower, any Restricted Subsidiary or any joint venture (iregardless of the form of legal entity) so long as no Event of Default in which the Borrower or any Subsidiary has occurred and is continuinginvested to the extent permitted or not prohibited under Section 10, (Af) the payment payments, loans, advances or guarantees (or cancellation of managementloans, monitoringadvances or guarantees) to, consultingand indemnities, advisory reimbursements, employment agreements, severance agreements, stock option plans, benefit plans and other fees similar arrangements provided to or on behalf of, or for the benefit of, former, current or future officers, directors, managers, employees or consultants (including transaction and termination feesor their respective Controlled Investment Affiliates or Immediate Family Members) pursuant to and not in excess of the amounts set forth in Borrower, any Restricted Subsidiary or any Parent Entity, (g) payments by the Management Agreement Borrower (and (Bany direct or indirect parent thereof) indemnifications and reimbursement expenses, in each case, the Subsidiaries pursuant to the Management Agreement; provided that, upon tax sharing agreements among the occurrence Borrower (and during the continuance of an Event of Default any such amounts described in clauses (Aparent) and (B) may accrue, but not be payable in cash during such period, but all such accrued amounts may be payable in cash upon the cure or waiver of such Event of Default and (ii) the payment of indemnities and reasonable expenses of the Sponsor to the extent attributable to its ownership of Holdings and its Subsidiaries; (f) Restricted Payments Subsidiaries that are permitted under Section 7.06; 10.5(b)(15) or (b)(16); provided that in each case of payments under this clause (g) loans and other Investments made by Holdings and its ), the amount of such payments in any fiscal year does not exceed the amount that the Borrower, the Restricted Subsidiaries to joint ventures and the Unrestricted Subsidiaries (to the extent any of the amount received from Unrestricted Subsidiaries) would have been required to pay in respect of such joint venture is only an Affiliate as a result of Investments by foreign, federal, state and/or local taxes for such fiscal year had the Borrower and its Borrower, the Restricted Subsidiaries in such joint venture) and the Unrestricted Subsidiaries (to the extent otherwise permitted under Section 7.02; described above) paid such taxes separately from any such direct or indirect parent company of the Borrower, (h) transactions by the Borrower and its Restricted Subsidiaries permitted under an express provision (including any exceptions thereto) of this Article VII; (i) employment and severance arrangements between the Borrower and its Restricted Subsidiaries and their respective officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements in the ordinary course of business; (j) the payment of customary fees and reasonable out-of-out of pocket costs to, and indemnities provided on behalf of, directors, officersmanagers, consultants, officers or employees and consultants of the Borrower and its Restricted Subsidiaries (or Holdings or any direct or indirect parent of thereof) and the Borrower Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Restricted the Subsidiaries); , (ki) transactions undertaken pursuant to membership in a purchasing consortium, (j) transactions pursuant to agreementsany agreement or arrangement as in effect as of the Closing Date, instruments or arrangements any amendment, modification, supplement or replacement thereto (so long as any such amendment, modification, supplement or replacement is not disadvantageous in existence any material respect to the Lenders when taken as a whole as compared to the applicable agreement as in effect on the Closing Date as determined by the Borrower in good faith), (k) any agreement to pay, and set forth the payment of, monitoring, consulting, management, transaction, advisory or similar fees payable to any Investor (A) so long as no Event of Default has occurred and is continuing, in an aggregate amount in any fiscal year not to exceed the sum of (1) the greater of $5,250,000 and 3% of EBITDA calculated on Schedule 6.17 a Pro Forma Basis for any such fiscal year, plus reasonable out of pocket costs and expenses in connection therewith in any fiscal year and unpaid amounts for any prior periods from and including the fiscal year in which the Closing Date occurs; plus (2) any deferred, accrued or other fees in respect of any amendment thereto fiscal years from and including the fiscal year in which the Closing Date occurs (to the extent such an amendment is fees in the aggregate do not adverse to exceed the Lenders amounts described in any material respect; clause (lA)(1) customary payments by Holdings and any of its Restricted Subsidiaries to the Sponsor made for any financial advisory, financing, underwriting or placement services or above in respect of such fiscal years), plus (B) so long as no Event of Default has occurred and is continuing, 1.00% of the value of transactions with respect to any Investor provides any transaction, advisory or other investment banking activities services (including in connection with acquisitions or divestituresthe Transactions), plus (C) so long as no Event of Default has occurred and is continuing, the present value of all future amounts payable pursuant to any agreement referred to in clause (A)(1) above in connection with the termination of such agreement with an aggregate amount Investor; provided, that if any such payment pursuant to this clause (k) is not permitted to exceed the amount set forth in the Management Agreement be paid as a result of the date hereofan Event of Default, which payments such payment shall accrue and may be payable when no Events of Default are approved by the majority of the members of the board of directors of the Borrower or a majority of the disinterested members of the board of directors of the Borrower in good faith; (m) accelerations of earn-out payments owed to members of management or employees of Holdings or any of its Restricted Subsidiaries continuing to the extent such member that no further Event of management or employee uses Default would result therefrom, (l) the net proceeds existence and performance of such payments to make an Investment in the form of common equity in a holding company agreements and the cash proceeds of such Investment are contributed transactions with any Unrestricted Subsidiary that were entered into prior to the Borrower in designation of a Restricted Subsidiary as such Unrestricted Subsidiary to the form 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 common equityany such Unrestricted Subsidiary as a Restricted Subsidiary; provided that such Investments do transaction was not count toward entered into in contemplation of such designation or redesignation, as applicable, (m) Affiliate repurchases of the Available Excluded Contribution Amount Loans or Commitments to the Cumulative Credit; extent permitted hereunder and the holding of such Loans or Commitments and the payments and other transactions contemplated herein in respect thereof, (n) any customary transactions with a Receivables Subsidiary effected as part of a Permitted Receivables Facility, (o) undertaking or consummating any IPO Reorganization Transactions, (p) contributions to the issuance capital of the Borrower (other than Disqualified Stock) or transfer of Qualified any investments by the Sponsors in the Equity Interests of the Borrower to any Permitted Holder or to any former(other than Disqualified Stock) (and payment of reasonable out-of-pocket expenses incurred by such Investors in connection therewith), current or future director, manager, officer, employee or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees, distributes or Affiliate of any of the foregoingq) of the Borrower, any of its Subsidiaries or any direct or indirect parent of the Borrower; (o) transactions with customers, clients, joint venture partners, suppliers or purchasers or sellers of goods or services, in each case leases and intellectual property licenses entered into in the ordinary course of business and otherwise business, (r) pledges of Equity Interests of Unrestricted Subsidiaries, (s) investments by Affiliates in compliance with the terms Indebtedness or preferred Equity Interests of this Agreement that are fair to the Borrower and or any of its Restricted Subsidiaries, so long as non-Affiliates were also offered the opportunity to invest in the reasonable determination such Indebtedness or preferred Equity Interests, and transactions with Affiliates solely in their capacity as holders of Indebtedness or preferred Equity Interests of the board Borrower or any of directors its Subsidiaries, so long as such transaction is with all holders of such class (and there are such non-Affiliate holders) and such Affiliates are treated no more favorably than all other holders of such class generally and (t) existence of, or the senior management of the Borrower, or are on terms at least as favorable (as reasonably determined performance by the Borrower) as might reasonably have been obtained at such time from an unaffiliated party; (i) any issuance of securities or rights pursuant to stock options, stock ownership plans (including restricted stock plans), stock grants, directed share programs and other equity based incentive plans and (ii) the execution, delivery and performance of any stockholder or registration rights agreement approved by the board of directors of the Borrower; (q) the entry into and/or the performance of any obligations of Holdings, the Borrower or any of its Restricted Subsidiaries with respect of their obligations under the terms of, any customary registration rights agreement to any financial advisory, financing, underwriting which they are a party or placement services or in respect of other investment banking activities, in each case, which are entered into within the ordinary course of business or consistent with past practice; and (r) payments to or from, and transactions with, joint ventures (to the extent any such joint venture is only an Affiliate as become a result of Investments by Holdings and the Restricted Subsidiaries in such joint venture) party in the ordinary course of business to the extent otherwise permitted under Section 7.02future.