Common use of Transactions with Affiliates Clause in Contracts

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any Property to, or purchase, lease or otherwise acquire any Property from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) at prices and on terms and conditions substantially as favorable to the Borrower or such Subsidiary (in the good faith determination of the Borrower) as would reasonably be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its Subsidiaries and any entity that becomes a Subsidiary as a result of such transaction not involving any other Affiliate, (c) the payment of customary compensation and benefits and reimbursements of out-of-pocket costs to, and the provision of indemnity on behalf of, directors, officers, consultants, employees and members of the Boards of Directors of the Borrower or such Subsidiary, (d) loans and advances to officers, directors, consultants and employees in the ordinary course of business, (e) Restricted Payments and other payments permitted under Section 6.04, (f) employment, incentive, benefit, consulting and severance arrangements entered into (i) in the ordinary course of business or (ii) set forth in Schedule 6.06, in each case, with officers, directors, consultants and employees of the Borrower or its Subsidiaries, (g) the transactions pursuant to the agreements set forth in Schedule 6.06 or any amendment thereto to the extent such an amendment, taken as a whole, is not adverse to the Lenders in any material respect (as determined in good faith by the Borrower), (h) the payment of fees and expenses related to the Transactions, (i) the issuance of Qualified Equity Interests of the Borrower and the granting of registration or other customary rights in connection therewith, (j) the existence of, and the performance by the Borrower or any Subsidiary of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the Borrower) than any of such documents and agreements as in effect on the Closing Date, (k) consulting services to joint ventures in the ordinary course of business and any other transactions between or among the Borrower, its Subsidiaries and joint ventures in the ordinary course of business, (l) transactions with landlords, customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and not otherwise prohibited by this Agreement, (m) transactions effected as a part of a Qualified Receivables Transaction, (n) the provision of services to directors or officers of the Borrower or any of its Subsidiaries of the nature provided by the Borrower or any of its Subsidiaries to customers in the ordinary course of business and (o) transactions approved by the Audit Committee of the Board of Directors of the Borrower in accordance with the Borrower’s policy regarding related party transactions in effect from time to time.

Transactions with Affiliates. The Borrower No Credit Party will, nor will not, and will not it permit any of its Subsidiaries to, sell, lease or otherwise transfer any Property property or assets to, or purchase, lease or otherwise acquire any Property property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions substantially as not materially less favorable to the Borrower Credit Party or such Subsidiary (in the good faith determination of the Borrower) as would reasonably than could be obtained on an arm’s-length basis from unrelated third partiesparties not affiliated with each other, (b) transactions between or among the Borrower a Credit Party and its Subsidiaries and any entity that becomes a Subsidiary as a result of such transaction another Credit Party not involving any other Affiliate, (c) the payment any Restricted Payment permitted by Section 11.06 and investments, loans, advances and Guarantees permitted under clauses (ii), (iii), (iv), (v), (vi), (viii), (xvii), (xix), (xx), (xxi), (xxii), (xxiii), (xxiv), (xxv) and (xxvi) of customary compensation and benefits and reimbursements of out-of-pocket costs to, and the provision of indemnity on behalf of, directors, officers, consultants, employees and members of the Boards of Directors of the Borrower or such SubsidiarySection 11.04, (d) loans any transaction permitted by clauses (i), (ii), (iv), (v), (viii), (xv) and advances (xvi) of Section 11.03(a), (e) any transaction permitted by clauses (iii)(1) and (5) of Section 11.03(a), (f) payment of reasonable fees, expenses and compensation to officersofficers and directors of any Credit Party and its Subsidiaries and customary indemnification and insurance arrangements in favor of any director or officer of any Credit Party and its Subsidiaries, directors, consultants and employees any agreement relating to any of the foregoing entered into in the ordinary course of business, (e) Restricted Payments and other payments permitted under Section 6.04, (f) employment, incentive, benefit, consulting and severance arrangements entered into (i) in the ordinary course of business or (ii) set forth in Schedule 6.06, in each case, with officers, directors, consultants and employees of the Borrower or its Subsidiaries, (g) the transactions payments made pursuant to the agreements set forth in Schedule 6.06 or any amendment thereto to the extent such an amendment, taken as a whole, is not adverse to the Lenders in any material respect (as determined in good faith by the Borrower)NOL Agreement, (h) the payment of fees and expenses related to the Transactions, (i) the issuance of Qualified Equity Interests of the Borrower and the granting of registration or other customary rights in connection therewith, (j) the existence of, and the performance by the Borrower or Indebtedness owing from any Subsidiary of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the Borrower) than any of such documents and agreements as in effect on the Closing Date, (k) consulting services to joint ventures in the ordinary course of business and any other transactions between or among the Borrower, its Subsidiaries and joint ventures in the ordinary course of business, (l) transactions with landlords, customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and not otherwise prohibited by this Agreement, (m) transactions effected as a part of a Qualified Receivables Transaction, (n) the provision of services to directors or officers of the Borrower or any of its Subsidiaries of the nature provided by the Borrower Credit Party or any of its Subsidiaries to customers in any other Credit Party and any of it Subsidiaries permitted under Section 11.01, (i) Indebtedness expressly permitted pursuant to Section 11.01(vi), (x), (xi), (xii) or (xxv), (j) transactions pursuant to the Nitrogen Servicing Agreement, (k) the entering of Interest Rate Protection Agreements or Other Hedging Agreement with respect to Terra Nitrogen to the extent permitted by Section 11.05(a), (l) sales and collection of services provided during the ordinary course of business (consistent with past practices prior to the Acquisition) provided by Target or Terra Capital on behalf of Terra Canada and (om) transactions approved by the Audit Committee of the Board of Directors of the Borrower any agreements in accordance with the Borrower’s policy regarding related party transactions existence and as in effect from time on the Effective Date (including, without limitation, any shareholders agreements or registration rights agreements with existing equity holders), as set forth on Schedule 11.07, as such agreements may be renewed, replaced or otherwise modified after the Effective Date upon terms which taken as a whole are not less favorable to timethe Credit Parties and their Subsidiaries than the original terms of such agreements.

Transactions with Affiliates. The Borrower Each Credit Party will not, and will not permit any of its Subsidiaries toSubsidiaries, sellto enter into or cause or permit to exist any arrangement, lease transaction or otherwise transfer any Property to, or contract (including for the purchase, lease or otherwise acquire exchange of property or the rendering of services) with any Property from, or otherwise engage in any other transactions with, any of its Affiliates, Affiliate except (a) at prices on fair and on reasonable terms and conditions substantially as no less favorable to the Borrower such Credit Party or such Subsidiary (than it could obtain in the good faith determination of the Borrower) as would reasonably be obtained on an arm’s-length basis from unrelated third partiestransaction with a Person that is not an Affiliate provided, that such Credit Party or Subsidiary shall provide notice of any such arrangement, transaction or contract which contemplates payments in excess of $750,000 in the aggregate to the Administrative Agent and is not otherwise permitted by clauses (b) through (j) of this Section 10.08 within five (5) Business Days prior to entering into such arrangement, transaction or contract (including for the purchase, lease or exchange of property or the rendering of services) with any Affiliate (other than the Credit Parties and their Subsidiaries), (b) transactions between customary fees to, and indemnifications of, non-officer directors (or among equivalent persons) of the Borrower Credit Parties and its Subsidiaries and any entity that becomes a Subsidiary as a result of such transaction not involving any other Affiliatetheir respective Subsidiaries, (cc)(i) the payment of customary compensation and benefits indemnification arrangements and reimbursements of out-of-pocket costs to, benefit plans for officers and the provision of indemnity on behalf of, directors, officers, consultants, employees and members of the Boards Credit Parties and their respective Subsidiaries in the ordinary course of Directors business and (ii) reasonable severance agreements or payment of severance to applicable employees, directors (or equivalent persons) and officers either approved by the Borrower Credit Parties’ governing bodies or such Subsidiary, (d) loans and advances to officers, directors, consultants and employees otherwise entered into or made in the ordinary course of business, (d) the Service Agreement, (e) Restricted Payments and other payments permitted under Section 6.04transactions solely among Credit Parties, (f) employment, incentive, benefit, consulting and severance arrangements entered into (i) in the ordinary course of business or (ii) set forth in Schedule 6.06, in each case, with officers, directors, consultants and employees of the Borrower or its Subsidiaries[reserved], (g) the transactions pursuant to the agreements set forth in Schedule 6.06 or any amendment thereto to the extent such an amendment, taken as a whole, is solely among Subsidiaries that are not adverse to the Lenders in any material respect (as determined in good faith by the Borrower)Credit Parties, (h) the payment of fees and expenses related to the Transactions, (i) the issuance of Qualified Equity Interests of the Borrower Restricted Payments permitted under Section 10.06, and the granting of registration or other customary rights in connection therewith, (j) transactions identified on Schedule 8.26, in each case, without the existence ofprior written consent of the Administrative Agent (which shall not be unreasonably withheld, and the performance by the Borrower conditioned or any Subsidiary of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date delayed and which is set forth on Schedule 6.06, and similar agreements shall be granted in respect of any restructuring that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment could not reasonably be expected to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) to the extent not more adverse to the interest interests of the Lenders in any material respect when taken as a whole (in the good faith determination of the Borrower) than any of such documents and agreements as in effect on the Closing Date, (k) consulting services to joint ventures in the ordinary course of business and any other transactions between or among the Borrower, its Subsidiaries and joint ventures in the ordinary course of business, (l) transactions with landlords, customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and not otherwise prohibited by this Agreement, (m) transactions effected as a part of a Qualified Receivables Transaction, (n) the provision of services to directors or officers of the Borrower or any of its Subsidiaries of the nature provided by the Borrower or any of its Subsidiaries to customers in the ordinary course of business and (o) transactions approved by the Audit Committee of the Board of Directors of the Borrower in accordance with the Borrower’s policy regarding related party transactions in effect from time to timeSecured Parties).

Transactions with Affiliates. The Borrower will not, and will not permit Enter into any transaction with any Affiliate of its Subsidiaries to, sell, lease or otherwise transfer any Property to, or purchase, lease or otherwise acquire any Property from, or otherwise engage in any other transactions with, any of its Affiliatesthe Company, except (a) at prices and on terms and conditions substantially as favorable to the Borrower or such Subsidiary (in the good faith determination of the Borrower) as would reasonably be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among Loan Parties and except: (a) Restricted Distributions permitted by Section 6.03; (b) pursuant to the Borrower reasonable requirements of the business of the Company or such subsidiary upon fair and its Subsidiaries reasonable terms no less favorable to the Company or such subsidiary than would be obtained in a comparable arm’s length transaction with a Person not an Affiliate of the Company or such subsidiary; (c) entering into employment and severance arrangements between the Company (or any direct or indirect parent thereof), any subsidiary of the Company and any entity that becomes a Subsidiary of their respective officers and employees, as a result determined in good faith by the board of such transaction not involving any other Affiliate, directors or senior management of the relevant Person; (cd) the payment of customary compensation fees and benefits and reimbursements reimbursement of reasonable out-of-pocket costs toof, and the provision of indemnity customary indemnities provided to or on behalf of, directors, officers, consultants, employees and members of the Boards of Directors of the Borrower or such Subsidiary, (d) loans and advances to officers, directorsmanagement, consultants and employees of the Company (or any direct or indirect parent thereof), Borrowers and its Subsidiaries in the ordinary course of business, ; (e) Restricted Payments and the payment of fees, expenses, indemnities or other payments permitted under Section 6.04pursuant to, (f) employment, incentive, benefit, consulting and severance arrangements entered into (i) in the ordinary course of business or (ii) set forth in Schedule 6.06, in each case, with officers, directors, consultants and employees of the Borrower or its Subsidiaries, (g) the transactions pursuant to any agreements in existence on the agreements Effective Date and set forth in on Schedule 6.06 6.08 or any amendment thereto to the extent such an amendment, taken as a whole, amendment is not adverse materially more disadvantageous to the Lenders than the original agreement in effect on the Effective Date; (f) transactions between or among (i) Restricted Subsidiaries that are not Loan Parties or (ii) Dispositions between or among the Company and its Restricted Subsidiaries (on the one hand) and any material respect Unrestricted Subsidiaries (as determined on the other hand) provided, that, such Dispositions are permitted pursuant to Section 6.06; (g) the issuance or transfer of Equity Interests in good faith by the Borrower)Company (other than any Disqualified Equity Interests) to any current, former or future director, manager, employee or consultant (or any Affiliate of the foregoing) of the Company, any of its subsidiaries or any direct or indirect parent thereof or any Affiliate of the Company; (h) transactions contemplated by customary shareholders’ agreements entered into with holders of the Equity Interests of the Company; (i) the payment of fees reasonable out-of-pocket costs and expenses related to the Transactions, registration rights and indemnities provided to shareholders under any shareholders’ agreement referred to in clause (ih) the issuance of Qualified Equity Interests of the Borrower and the granting of registration or other customary rights in connection therewith, above; (j) payments or loans (or cancellation of loans) or advances to employees, officers, directors, members of management or consultants (or the existence ofestate, and the performance by the Borrower heirs, family members, spouse, former spouse, domestic partner or former domestic partner or any Subsidiary of the foregoing) of the Company, any direct or indirect parent companies or any of its obligations under subsidiaries and employment agreements, consulting arrangements, severance arrangements, stock option plans and other similar arrangements with such employees, officers, directors, members of management or consultants (or the terms ofestate, heirs, family members, spouse, former spouse, domestic partner or former domestic partner of any limited liability company agreement, limited partnership or other organizational document or securityholders agreement of the foregoing); (including k) the entering into of any registration rights tax sharing agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) arrangement to the extent not more adverse payments under such agreement or arrangement would otherwise be permitted under Section 6.06; (l) transactions permitted under Section 6.04 and/or Section 6.05 solely for the purpose of (a) reorganizing to the interest facilitate any initial public offering of securities of the Lenders in Company or any material respect when taken as direct or indirect parent company (b) forming a whole holding company, or (in c) reincorporating the good faith determination of the Borrower) than any of such documents and agreements as in effect on the Closing Date, (k) consulting services to joint ventures in the ordinary course of business and Company or any other transactions between Borrower in a new jurisdiction; (m) the formation and maintenance of any consolidated group or among the Borrowersubgroup for tax, its Subsidiaries and joint ventures accounting or cash pooling or management purposes in the ordinary course of business, (l) transactions with landlords, customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and not otherwise prohibited by this Agreement, (m) transactions effected as a part of a Qualified Receivables Transaction, ; (n) the provision of transactions for cash management and other management services to directors or officers of the Borrower or any of its for Subsidiaries of the nature provided by the Borrower or any of its Subsidiaries to customers in the ordinary course of business and on customary terms; and (o) transactions 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 Audit Committee board of directors or manager of the Board of Directors Company or any direct or indirect parent company of the Borrower Company or a Subsidiary of the Company, as appropriate, in accordance with the Borrower’s policy regarding related party transactions in effect from time to timegood faith.

Transactions with Affiliates. The Borrower Credit Parties will not, and nor will not they permit any of its Subsidiaries Subsidiary to, sellenter into any transaction or series of transactions, lease whether or otherwise transfer not in the ordinary course of business, with any Property to, or purchase, lease or otherwise acquire any Property from, or otherwise engage in any Affiliate other transactions with, any of its Affiliates, except (a) at prices and than on terms and conditions substantially as favorable to the Borrower or such Subsidiary (in the good faith determination of the Borrower) as would reasonably be obtained on an obtainable in a comparable arm’s-length basis from unrelated third partiestransaction with a Person other than an Affiliate; provided that that the foregoing restrictions in this Section 6.6 shall not apply to: (a) transactions solely between or among (i) Credit Parties or (ii) Subsidiaries that are not Credit Parties, (b) transactions between or among the Borrower and its investments in Subsidiaries and any entity that becomes a Subsidiary as a result of such transaction not involving any other Affiliatepermitted by Section 6.5, (c) the payment of customary compensation and benefits and reimbursements of out-of-pocket costs to, and the provision of indemnity on behalf of, directors, officers, consultants, employees and members of the Boards of Directors of the Borrower or such Subsidiaryany Restricted Payment permitted by Section 6.9, (d) loans as expressly permitted by this Agreement and advances to officers, directors, consultants and employees in the ordinary course of businessother Credit Documents, (e) Restricted Payments and other payments permitted under Section 6.04, (f) employment, incentivedirector, benefitmanager and consulting agreements or, consulting and severance arrangements entered into in the case of the Parent, any equity incentive arrangements, with any employee, officer, director, manager, member or consultant of any Credit Party, (i) in effect on the Closing Date or (ii) entered into after the Closing Date in the ordinary course of business and on reasonable terms, (f) payment of directors’ or managers’ fees in an amount not to exceed in the aggregate, $500,000 in any fiscal year of the Borrower, and reimbursement of actual out-of-pocket expenses incurred in connection with attending board of directors (iior similar governing body) set forth in Schedule 6.06meetings, in each case(g) equity holder agreements with any equity holder, employee, officer, manager or director with respect to the Equity Interest of the Parent and (h) loans, benefits and incentive arrangements paid or provided to, and any indemnity provided on behalf of, officers, directors, consultants and managers or employees of the Borrower or its Subsidiaries, (g) the transactions pursuant to the agreements set forth in Schedule 6.06 Parent or any amendment thereto to the extent such an amendment, taken as a whole, is not adverse to the Lenders in any material respect (Subsidiary thereof as determined in good faith by the Borrower), board of directors (hor similar governing body) the payment of fees and expenses related to the Transactions, (i) the issuance of Qualified Equity Interests of the Borrower Parent and the granting of registration or other customary rights in connection therewith, (j) the existence of, and the performance by the Borrower or any Subsidiary of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the Borrower) than any of such documents and agreements as in effect on the Closing Date, (k) consulting services to joint ventures in the ordinary course of business and any other transactions between or among the Borrower, its Subsidiaries and joint ventures in the ordinary course of business, (l) transactions with landlords, customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and not otherwise prohibited by this Agreement, (m) transactions effected as a part of a Qualified Receivables Transaction, (n) the provision of services to directors or officers of the Borrower or any of its Subsidiaries of the nature provided by the Borrower or any of its Subsidiaries to customers in the ordinary course of business and (o) transactions approved by the Audit Committee of the Board of Directors of the Borrower in accordance with the Borrower’s policy regarding related party transactions in effect from time to time.

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease enter into any transaction or otherwise transfer series of related transactions with any Property to, Affiliate of the Borrower or purchase, lease or otherwise acquire any Property from, or otherwise engage in any other transactions with, any of its Affiliates, except Subsidiaries (a) at prices and on terms and conditions substantially as favorable to the Borrower or such Subsidiary (in the good faith determination of the Borrower) as would reasonably be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among other than the Borrower and its Subsidiaries and any entity Person that becomes a Subsidiary is an Affiliate solely as a result of such transaction not involving any other Affiliate, (c) the payment of customary compensation and benefits and reimbursements of out-of-pocket costs to, and the provision of indemnity on behalf of, directors, officers, consultants, employees and members of the Boards of Directors of the Borrower or such Subsidiary, (d) loans and advances to officers, directors, consultants and employees in the ordinary course of business, (e) Restricted Payments and other payments permitted under Section 6.04, (f) employment, incentive, benefit, consulting and severance arrangements entered into (i) in the ordinary course of business or (ii) set forth in Schedule 6.06, in each case, with officers, directors, consultants and employees of the Borrower or its Subsidiaries, (g) the transactions pursuant to the agreements set forth in Schedule 6.06 or any amendment thereto to the extent such an amendment, taken as a whole, is not adverse to the Lenders in any material respect (as determined in good faith ownership by the Borrower), (h) the payment of fees and expenses related to the Transactions, (i) the issuance of Qualified Equity Interests of the Borrower and the granting of registration or other customary rights in connection therewith, (j) the existence of, and the performance by the Borrower or any Subsidiary of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the Borrower) than any of such documents and agreements as in effect on the Closing Date, (k) consulting services to joint ventures in the ordinary course of business and any other transactions between or among the Borrower, its Subsidiaries and joint ventures in the ordinary course of business, (l) transactions with landlords, customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and not otherwise prohibited by this Agreement, (m) transactions effected as a part of a Qualified Receivables Transaction, (n) the provision of services to directors or officers of the Borrower or any of its Subsidiaries of the nature provided by the Borrower or any Equity Interests of its Subsidiaries to customers such Person) other than in the ordinary course of business and (o) transactions approved on terms and conditions substantially as favorable or more favorable to the Borrower or such Subsidiary as would reasonably be obtained by the Audit Committee of Borrower or such Subsidiary at that time in a comparable arm’s-length transaction with a Person other than an Affiliate, except that the Board of Directors following in any event shall be permitted: (i) customary fees, indemnities and reimbursements may be paid to non-officer directors of the Borrower and its Subsidiaries and loans and advances permitted by Section 8.5(iv); (ii) the Borrower may issue Borrower Common Stock and Qualified Preferred Stock; and (iii) the Borrower and its Subsidiaries 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 Subsidiaries in accordance with the Borrower’s policy regarding related party transactions in effect from time to timeordinary course of business.

Transactions with Affiliates. The Borrower will notDirectly or indirectly, and will not permit purchase, acquire or lease any of its Subsidiaries property from, or sell, transfer or lease any property to, sell, lease make any payment (including payments of management or otherwise transfer any Property consulting fees) to, or purchase, lease enter into any transaction or otherwise acquire any Property fromarrangement with, or otherwise engage in any other transactions deal with, any of its AffiliatesAffiliate, except except, in each case to the extent not otherwise prohibited under this Agreement or any Other Document: (a) at prices and on terms and conditions substantially as favorable to the Borrower or such Subsidiary (in the good faith determination of the Borrower) as would reasonably be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its Subsidiaries and any entity that becomes a Subsidiary as a result of such transaction not involving any other Affiliate, (c) the payment of customary compensation and benefits and reimbursements of out-of-pocket costs to, and the provision of indemnity on behalf of, directors, officers, consultants, employees and members of the Boards of Directors of the Borrower or such Subsidiary, (d) loans and advances to officers, directors, consultants and employees which are in the ordinary course of business, on an arm’s-length basis on terms and conditions no less favorable than terms and conditions which would have been obtainable from a Person other than an Affiliate, (b) transactions among Credit Parties not involving any other Affiliates, (c) dividends or distributions permitted by Section 7.5, Investments permitted by Section 7.4(g), (h), (i), (k), (m), (o)(i) and (w), (d) any issuance of Capital Stock (other than Disqualified Stock) of the Parent Guarantor; (e) Restricted Payments and other payments permitted under Section 6.04transactions provided for in or contemplated by the Services Agreement, (f) employmentarrangements with respect to the procurement of services of directors, incentiveofficers, benefitindependent contractors, consulting and severance arrangements entered into (i) consultants or employees in the ordinary course of business or and the payment of customary compensation (iiincluding bonuses) set forth and other benefits (including retirement, health, stock option and other benefit plans) and reasonable reimbursement arrangements in Schedule 6.06connection therewith, in each case(g) the payment of fees, with expenses and indemnities to directors, officers, directors, consultants and employees of the Borrower or its SubsidiariesGeneral Partner, (g) the transactions pursuant to Parent Guarantor and the agreements set forth Restricted Subsidiaries in Schedule 6.06 or any amendment thereto to the extent such an amendment, taken as a whole, is not adverse to the Lenders in any material respect (as determined in good faith by the Borrower), ordinary course of business; (h) the payment of fees and expenses related relating to the Transactions, (i) the issuance of Qualified Equity Interests of the Borrower and the granting of registration or other customary rights in connection therewith, (j) the existence of, and the performance by the Borrower or any Subsidiary of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the Borrower) than any of such documents and agreements as in effect Transactions on the Closing Date, ; transactions with any Affiliate in its capacity as a holder of Indebtedness or Capital Stock of the Parent Guarantor; provided that such Affiliate is treated the same as other such holders of Indebtedness or Capital Stock; and (k) consulting services to joint ventures in the ordinary course of business and any other transactions between or among the Borrower, its Subsidiaries and joint ventures in the ordinary course of business, (li) transactions with landlordsfor which the Parent Guarantor or any Restricted Subsidiary, customersas the case may be, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in obtains a favorable written opinion from a nationally recognized investment banking firm as to the ordinary course of business and not otherwise prohibited by this Agreement, (m) transactions effected as a part of a Qualified Receivables Transaction, (n) the provision of services to directors or officers fairness of the Borrower or any transaction to the Parent Guarantor and its Restricted Subsidiaries from a financial point of its Subsidiaries of the nature provided by the Borrower or any of its Subsidiaries to customers in the ordinary course of business and (o) transactions approved by the Audit Committee of the Board of Directors of the Borrower in accordance with the Borrower’s policy regarding related party transactions in effect from time to timeview.

Transactions with Affiliates. The Borrower No Loan Party will, nor will not, and will not it permit any of its Subsidiaries Restricted Subsidiary to, sell, lease or otherwise transfer any Property property or assets to, or purchase, lease or otherwise acquire any Property property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, other than any transaction or series of related transactions not exceeding $3,000,000 in the aggregate, and except that the following shall be permitted: (a) transactions at prices and on terms and conditions substantially as not less favorable to the Borrower Loan Party or such Restricted Subsidiary (in the good faith determination of the Borrower) as would reasonably than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between and among (x) any Loan Parties or among the Borrower and its (y) any wholly-owned Restricted Subsidiaries and any entity that becomes a Subsidiary as a result of such transaction are not Loan Parties, in each case, not involving any other Affiliate, (c) any investment permitted by Section 6.04, (d) any disposition permitted by Section 6.05, (e) any Indebtedness permitted under Section 6.01(c), (f) any Restricted Payment permitted by Section 6.08, (g) transactions between and among Holdings, the Borrower and any wholly-owned Restricted Subsidiaries reasonably approved by management in in furtherance of the business purposes of Holdings, the Borrower and its Subsidiaries, (h) the payment of reasonable fees to directors of Holdings, the Borrower or any Subsidiary who are not employees of Holdings, the Borrower or any Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of Holdings, the Borrower or its Subsidiaries in the ordinary course of business, (i) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors, (j) the payment of (A) termination payments consisting of twelve months of management fees, the reimbursement of costs and out-of pocket expenses and indemnification obligations, and (B) management fees, which management fees shall not exceed $1,500,000 in any fiscal year, in each case pursuant to the Management Agreement, provided, that no management fees thereunder shall be permitted to be in cash to the extent that an Event of Default has occurred and is continuing and further provided, that all accrued management fees which were not permitted to be paid in cash at such time shall be permitted to be paid in cash once no Event of Default is continuing, (k) any contribution to the capital of Holdings or any purchase of Equity Interests of Holdings to the extent otherwise permitted by this Agreement, (l) issuances of Equity Interests (and options and warrants therefor) of the Borrower or Holdings to the extent otherwise permitted by this Agreement, (m) 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 Holdings, the Borrower or its Subsidiaries in such joint venture and such transactions are reasonably approved by management in in furtherance of the business purposes of Holdings, the Borrower and its Subsidiaries) to the extent otherwise permitted under this Agreement, and (n) the payment of customary compensation fees and benefits reasonable and reimbursements of documented out-of-pocket costs to, and the provision of indemnity indemnities provided on behalf of, directors, officers, consultants, employees and members consultants of Holdings, the Boards of Directors Borrower and its Restricted Subsidiaries or any direct or indirect parent of the Borrower or such Subsidiary, (d) loans and advances to officers, directors, consultants and employees in the ordinary course of business, (e) Restricted Payments and other payments permitted under Section 6.04, (f) employment, incentive, benefit, consulting and severance arrangements entered into (i) in the ordinary course of business or (ii) set forth in Schedule 6.06, in each case, with officers, directors, consultants and employees of the Borrower or its Subsidiaries, (g) the transactions pursuant to the agreements set forth in Schedule 6.06 or any amendment thereto to the extent such an amendment, taken as a whole, is not adverse attributable to the Lenders in any material respect (as determined in good faith by the Borrower), (h) the payment of fees and expenses related to the Transactions, (i) the issuance of Qualified Equity Interests ownership or operation of the Borrower and the granting of registration or other customary rights in connection therewith, (j) the existence of, and the performance by the Borrower or any Subsidiary of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the Borrower) than any of such documents and agreements as in effect on the Closing Date, (k) consulting services to joint ventures in the ordinary course of business and any other transactions between or among the Borrower, its Subsidiaries and joint ventures in the ordinary course of business, (l) transactions with landlords, customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and not otherwise prohibited by this Agreement, (m) transactions effected as a part of a Qualified Receivables Transaction, (n) the provision of services to directors or officers of the Borrower or any of its Subsidiaries of the nature provided by the Borrower or any of its Subsidiaries to customers in the ordinary course of business and (o) transactions approved by the Audit Committee of the Board of Directors of the Borrower in accordance with the Borrower’s policy regarding related party transactions in effect from time to timeRestricted Subsidiaries.

Transactions with Affiliates. The Borrower will notExcept for transactions between or among Loan Parties or between or among Foreign Subsidiaries, and will not permit any of its Subsidiaries to, sell, lease sell or otherwise transfer any Property property or assets to, or purchase, lease purchase or otherwise acquire any Property property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except the Borrowers or any of their respective Restricted Subsidiaries may (a) engage in any of the foregoing transactions in the ordinary course of business at prices and on terms and conditions substantially as not less favorable to the Borrower Borrowers or such Subsidiary (in the good faith determination of the Borrower) as would reasonably Restricted Subsidiaries than could be obtained on an arm’s-length basis from unrelated third parties, ; (b) subject to compliance with the other terms and conditions of this Agreement, engage in any of the foregoing transactions between or among the Borrower and its Subsidiaries and any entity that becomes a Subsidiary as a result of such transaction not involving any other Affiliate, (c) the payment of customary compensation and benefits and reimbursements of out-of-pocket costs to, Borrowers and the provision of indemnity on behalf of, directors, officers, consultants, employees and members of the Boards of Directors of the Borrower or other Restricted Subsidiaries so long as such Subsidiary, (d) loans and advances to officers, directors, consultants and employees in the ordinary course of business, (e) Restricted Payments and other payments permitted under Section 6.04, (f) employment, incentive, benefit, consulting and severance arrangements entered into transactions shall be (i) in the ordinary course of business or and (ii) set forth in Schedule 6.06, in each case, consistent with officers, directors, consultants past practices and employees of the Borrower or its Subsidiaries, (g) the transactions pursuant to the agreements set forth in Schedule 6.06 or any amendment thereto to the extent such an amendment, taken as a whole, is not materially adverse to the Lenders in Lenders; (c) pay customary fees payable to any material respect (as determined in good faith by the Borrower), (h) the payment of fees and expenses related to the Transactions, (i) the issuance of Qualified Equity Interests directors of the Borrower Borrowers and their respective Restricted Subsidiaries and reimburse reasonable out-of-pocket costs of the granting directors of registration or other customary rights in connection therewith, the Borrowers and their respective Restricted Subsidiaries; (jd) the existence of, and the performance by the Borrower or any Subsidiary of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the Borrower) than any of such documents employment and agreements as in effect on the Closing Date, (k) consulting services to joint ventures in the ordinary course of business severance arrangements with their respective officers and any other transactions between or among the Borrower, its Subsidiaries and joint ventures employees in the ordinary course of business; (e) pay customary fees and indemnities to their respective directors, (l) transactions with landlords, customers, clients, suppliers, joint venture partners or purchasers or sellers of goods officers and services, in each case employees in the ordinary course of business business; (f) enter into the transactions set forth on Schedule 6.07; (g) make any intercompany investments contemplated by Section 6.04; (h) enter into transactions otherwise permitted by Section 6.05(a) and not otherwise prohibited by this Agreement, (m) transactions effected as a part of a Qualified Receivables Transaction, (n) the provision of services to directors or officers of the Borrower or any of its Subsidiaries of the nature provided by the Borrower or any of its Subsidiaries to customers in the ordinary course of business Section 6.06; and (oi) transactions approved by consummate the Audit Committee of the Board of Directors of the Borrower in accordance with the Borrower’s policy regarding related party transactions in effect from time to timeTransactions.

Transactions with Affiliates. The Borrower will notEnter into, and will renew, extend or be a party to any transaction of any kind with any Affiliate of any Loan Party, whether or not permit any of its Subsidiaries to, sell, lease or otherwise transfer any Property to, or purchase, lease or otherwise acquire any Property from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) at prices and on terms and conditions substantially as favorable to the Borrower or such Subsidiary (in the good faith determination of the Borrower) as would reasonably be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its Subsidiaries and any entity that becomes a Subsidiary as a result of such transaction not involving any other Affiliate, (c) the payment of customary compensation and benefits and reimbursements of out-of-pocket costs to, and the provision of indemnity on behalf of, directors, officers, consultants, employees and members of the Boards of Directors of the Borrower or such Subsidiary, (d) loans and advances to officers, directors, consultants and employees in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Loan Parties or such Subsidiary as would be obtainable by the Loan Parties or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, provided that the foregoing restriction shall not apply to (ea) Restricted Payments a transaction between or among the Loan Parties, (b) advances for commissions, travel and other payments permitted under Section 6.04, (f) employment, incentive, benefit, consulting and severance arrangements entered into (i) similar purposes in the ordinary course of business or (ii) set forth in Schedule 6.06, in each case, with officers, to directors, consultants officers and employees of the Borrower or its Subsidiariesemployees, (g) the transactions pursuant to the agreements set forth in Schedule 6.06 or any amendment thereto to the extent such an amendment, taken as a whole, is not adverse to the Lenders in any material respect (as determined in good faith by the Borrower), (h) the payment of fees and expenses related to the Transactions, (ic) the issuance of Qualified Equity Interests in the Lead Borrower to any officer, director, employee or consultant of the Borrower and the granting of registration or other customary rights in connection therewith, (j) the existence of, and the performance by the Borrower or any Subsidiary of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the Borrower) than any of such documents and agreements as in effect on the Closing Date, (k) consulting services to joint ventures in the ordinary course of business and any other transactions between or among the Borrower, its Subsidiaries and joint ventures in the ordinary course of business, (l) transactions with landlords, customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and not otherwise prohibited by this Agreement, (m) transactions effected as a part of a Qualified Receivables Transaction, (n) the provision of services to directors or officers of the Lead Borrower or any of its Subsidiaries Subsidiaries, (d) the payment of reasonable fees and out-of-pocket costs to directors, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of the nature provided by the Lead Borrower or any of its Subsidiaries to customers Subsidiaries, (e) any issuances of securities (other than any such issuances not permitted hereunder) or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans (in each case in respect of Equity Interests in the ordinary course of business Lead Borrower), and (of) transactions approved by the Audit Committee any transaction permitted under (i) any of clauses (b) through (e) or clause (h) of the Board definition of Directors “Permitted Disposition”, (ii) clauses (n) or (q) of the Borrower in accordance with definition of “Permitted Encumbrances”, (iii) clauses (b), (d), (g), (h), (j), (k) or (n) of the Borrower’s policy regarding related party transactions in effect from time to timedefinition of “Permitted Indebtedness”, (iv) clauses (g), (i), (l), (m) or (n) of the definition of “Permitted Investments”, or (v) any of Sections 7.03(c), 7.04, 7.06 or 7.07 hereof.

Transactions with Affiliates. The Borrower Bidco will notconduct, and will not permit cause each of the Restricted Subsidiaries to conduct, all transactions with any of its Affiliates (other than Bidco and the Restricted Subsidiaries to, sell, lease or otherwise transfer any Property to, or purchase, lease or otherwise acquire any Property from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) at prices and on terms and conditions substantially as favorable to the Borrower or such Subsidiary (in the good faith determination of the Borrower) as would reasonably be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its Subsidiaries and including any entity that becomes a Restricted Subsidiary as a result of such transaction not transaction) involving any other Affiliate, (c) the payment of customary compensation and benefits and reimbursements of out-of-pocket costs to, and the provision of indemnity on behalf of, directors, officers, consultants, employees and members aggregate payments or consideration in excess of the Boards greater of Directors $75,000,000 and 10% of Consolidated EBITDA for the Borrower most recently ended Test Period, calculated on a Pro Forma Basis, at the time of such Affiliate transaction, for any individual transaction or series of related transactions, on terms substantially as favorable to Bidco or such Subsidiary, (d) loans and advances to officers, directors, consultants and employees Restricted Subsidiary as would be obtainable by such Person at the time in a comparable arm’s-length transaction with a Person other than an Affiliate; provided that the ordinary course of business, (e) Restricted Payments and other payments permitted under Section 6.04, (f) employment, incentive, benefit, consulting and severance arrangements entered into foregoing restrictions shall not apply to: (i) any merger, amalgamation or consolidation with any direct or indirect parent of Bidco; provided that such parent entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Equity Interests of Bidco and such merger, amalgamation or consolidation is otherwise consummated in the ordinary course of business or compliance with this Agreement, (ii) set forth in Schedule 6.06, in each case, with officers, directors, consultants and employees of the Borrower or its Subsidiaries, (g) the transactions pursuant to the agreements set forth in Schedule 6.06 or any amendment thereto to the extent such an amendment, taken as a whole, is not adverse to the Lenders in any material respect (as determined in good faith by the Borrower), (h) the payment of fees and expenses related to the Transactions, (iiii) the issuance payment of Qualified management, consulting, advisory and monitoring fees to the Investors (or management companies of the Investors), or the making of distributions to the Investors (or their Affiliates) pursuant to customary equity arrangements, in an aggregate amount in any fiscal year not to exceed the amount permitted to be paid pursuant to Section 6.05(b)(xv)(H), (iv) issuances of Equity Interests of Bidco to the Borrower and the granting of registration or other customary rights in connection therewith, (j) the existence of, and the performance by the Borrower or any Subsidiary of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be extent otherwise permitted by this Section 6.06(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the Borrower) than any of such documents and agreements as in effect on the Closing DateAgreement, (kv) consulting services to joint ventures employment and severance arrangements between Bidco and the Restricted Subsidiaries and their respective officers and employees in the ordinary course of business or otherwise in connection with the Transactions (including loans and advances pursuant to clause (16) of the definition of “Permitted Investments”), (vi) payments by Bidco and the Restricted Subsidiaries in respect of any other transactions between Tax relief or pursuant to any tax sharing agreement or arrangement among Bidco and the Borrower, its Restricted Subsidiaries and joint ventures other Persons with which Bidco or any of its Restricted Subsidiaries is required or permitted to file a consolidated, combined or unitary tax return or with which Bidco or any Restricted Subsidiary is a part of a group for tax purposes, (vii) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, members of the Board of Directors, officers and employees of Holdings (or any direct or indirect parent thereof), any Intermediate Parent, Bidco and the Restricted Subsidiaries in the ordinary course of businessbusiness to the extent attributable to the ownership or operation of Bidco and the Restricted Subsidiaries, (lviii) transactions pursuant to the Tax Structure Memorandum and/or permitted agreements in existence or contemplated on the Effective Date and set forth on Schedule 5.17 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect, (ix) 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), (x) transactions with landlords, customers, clients, suppliers, contractors, joint venture partners or purchasers or sellers of goods and servicesor services that are Affiliates, in each case in the ordinary course of business and not otherwise prohibited by this Agreementwhich are fair to Bidco and the Restricted Subsidiaries, in the reasonable determination of Bidco, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party, (mxi) transactions effected as a part sales of a Qualified accounts receivable, or participations therein, or Receivables TransactionAssets or related assets in connection with or any Receivables Facility, (nxii) payments made in connection with the provision Transactions, (xiii) customary payments by Bidco and the Restricted Subsidiaries, directly or indirectly, to the Investors made for any financial advisory, consulting, financing, underwriting or placement services or in respect of services to directors other investment banking activities (including in connection with acquisitions, divestitures or officers of the Borrower or any of its Subsidiaries of the nature provided by the Borrower or any of its Subsidiaries to customers in the ordinary course of business and (o) transactions financings), which payments are approved by the Audit Committee majority of the members of the board of directors or a majority of the disinterested members of the Board of Directors of Bidco or such other Restricted Subsidiary in good faith and (xiv) any other (A) Indebtedness permitted under Section 6.01 and Liens permitted under Section 6.02; provided that such Indebtedness and Liens are on terms which are fair and reasonable to Bidco and its Subsidiaries as determined by the Borrower in accordance with majority of disinterested members of the Borrower’s policy regarding related party board of directors of Bidco or such other Subsidiary and (B) transactions in effect from time permitted under Section 6.03 and Restricted Payments permitted under Section 6.05 (other than pursuant to timeSection 6.05(b)(xv)(J)).

Transactions with Affiliates. The Borrower will notEnter into or permit to exist any transaction (including the purchase, and will not permit any of its Subsidiaries to, sellsale, lease or otherwise transfer exchange of any Property to, property or purchase, lease or otherwise acquire the rendering of any Property from, or otherwise engage in service) with any other transactions with, any Affiliate of its Affiliates, except (a) at prices and on terms and conditions substantially as favorable to the Borrower or such Subsidiary (in the good faith determination of the Borrower) as would reasonably be obtained on an arm’s-length basis from unrelated third parties, (b) transactions other than between or among the Borrower and its Subsidiaries), on terms that are less favorable to the Borrower or any of its Subsidiaries (taken as a whole), as the case may be, than those that might be obtained at the time from a Person who is not such an Affiliate; provided, the foregoing restriction shall not apply to: (a) any transaction between or among the Borrower and any entity that becomes a Subsidiary as a result of such its Subsidiaries not otherwise restricted hereunder; (b) any transaction between or among non-Credit Party Subsidiaries not involving any other Affiliate, otherwise restricted hereunder; (c) reasonable and customary indemnities (including the payment provision of directors and officers insurance) provided to, and reasonable and customary compensation fees and benefits and reimbursements of out-of-pocket costs expense reimbursement paid to, and the provision of indemnity on behalf of, directors, officers, consultants, employees and members of the Boards Board of Directors Directors, officers and other employees of the Borrower or such Subsidiary, and its Subsidiaries; (d) loans reasonable and advances to officerscustomary employment, directorscompensation (including bonus) and severance arrangements for members of the Board of Directors, consultants officers and other employees in of the ordinary course of business, Borrower and its Subsidiaries; (e) Restricted Payments and other payments to the extent permitted under Section 6.046.4, Investments to the extent permitted under Section 6.6 and other transactions permitted by Section 6; (f) employment, incentive, benefit, consulting any transaction existing on the Closing Date and severance arrangements entered into (i) in the ordinary course of business or (ii) set forth in on Schedule 6.06, in each case, with officers, directors, consultants and employees of the Borrower or its Subsidiaries, (g6.10(f) the transactions pursuant to the agreements set forth in Schedule 6.06 or any amendment thereto to the extent such an amendment, taken as a whole, amendment is not adverse to the Lenders in any material respect respect; (as determined in good faith g) transactions approved by a majority of the disinterested directors of the Borrower), ’s Board of Directors; (h) any transaction involving amounts less than $500,000 individually and $5,000,000 in the payment of fees and expenses related to the Transactions, aggregate; and (i) the issuance of Qualified Equity Interests any voting agreement entered into by any holder of the Borrower and the granting of registration or other customary rights in connection therewith, (j) the existence of, and the performance by the Borrower or any Subsidiary of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party Borrower’s Equity Interest existing on the Closing Date and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) thereto to the extent such amendment is not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the Borrower) than any of such documents and agreements as in effect on the Closing Date, (k) consulting services to joint ventures in the ordinary course of business and any other transactions between or among the Borrower, its Subsidiaries and joint ventures in the ordinary course of business, (l) transactions with landlords, customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and not otherwise prohibited by this Agreement, (m) transactions effected as a part of a Qualified Receivables Transaction, (n) the provision of services to directors or officers of the Borrower or any of its Subsidiaries of the nature provided by the Borrower or any of its Subsidiaries to customers in the ordinary course of business and (o) transactions approved by the Audit Committee of the Board of Directors of the Borrower in accordance with the Borrower’s policy regarding related party transactions in effect from time to timerespect.

Transactions with Affiliates. The Borrower will notNo Loan Party shall enter into, renew, extend or be a party to any transaction of any kind with any Affiliate of any Loan Party, whether or not in the ordinary course of business, other than on fair and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any Property to, or purchase, lease or otherwise acquire any Property from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) at prices and on reasonable terms and conditions substantially as favorable to the Borrower or such Subsidiary (in the good faith determination of the Borrower) Loan Parties as would reasonably be obtained on obtainable by the Loan Parties at the time in a comparable arm’s length transaction with a Person other than an arm’s-length basis from unrelated third partiesAffiliate, provided that the foregoing restriction shall not apply to (a) a transaction between or among the Loan Parties not prohibited hereunder; (b) transactions not otherwise prohibited hereunder between or among the Borrower and its Subsidiaries and Parent or any Subsidiary or any entity that becomes a Subsidiary as a result of such transaction not involving any other Affiliate, transaction; (c) the payment of customary compensation and benefits and reimbursements of out-of-pocket costs to, and the provision of indemnity on behalf of, directors, officers, consultants, employees and members of the Boards of Directors of the Borrower or such Subsidiary, Restricted Payments permitted under Section 7.06; (d) loans and advances to officers, directors, consultants and employees in the ordinary course of business, (e) Restricted Payments and other payments permitted under Section 6.04, (f) employment, incentive, benefit, consulting and severance arrangements entered into (i) in the ordinary course of business or (ii) set forth in Schedule 6.06, in each case, with officers, directors, consultants and employees of the Borrower or its Subsidiaries, (g) the transactions pursuant to occurring on the agreements set forth in Schedule 6.06 or any amendment thereto to the extent such an amendment, taken as a whole, is not adverse to the Lenders in any material respect (as determined in good faith by the Borrower), (h) Closing Date and the payment of fees and expenses related to the Transactions, thereto; (ie) the issuance of Qualified Equity Interests in the Parent to any officer, director, employee or consultant of the Borrower Parent or any of its Subsidiaries; (f) transactions, arrangements, reimbursements and indemnities permitted between or among such parties under this Agreement; (g) the granting payment of registration reasonable fees and out-of-pocket costs to directors, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of the Parent or any of its Subsidiaries; (h) any issuances of securities of the Parent (other than Disqualified Stock) or other customary rights payments, awards or grants in connection therewithcash, (j) the existence of, and the performance by the Borrower securities or any Subsidiary of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence ofotherwise pursuant to, or the performance by the Borrower or any Subsidiary of obligations underfunding of, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole employment agreements, stock options and stock ownership plans (in the good faith determination of the Borrower) than any of such documents and agreements as in effect on the Closing Date, (k) consulting services to joint ventures in the ordinary course of business and any other transactions between or among the Borrower, its Subsidiaries and joint ventures in the ordinary course of business, (l) transactions with landlords, customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in respect of Equity Interests in the ordinary course of business and not otherwise prohibited by this Agreement, (mParent) transactions effected as a part of a Qualified Receivables Transaction, (n) the provision of services to directors or officers of the Borrower Parent or any of its Subsidiaries of Subsidiaries; or (i) transactions not otherwise prohibited hereunder between the nature provided by the Borrower Parent or any Subsidiary and Rhône Capital III L.P. or any of its Subsidiaries to customers in the ordinary course of business and (o) transactions approved by the Audit Committee of the Board of Directors of the Borrower in accordance with the Borrower’s policy regarding related party transactions in effect from time to timeAffiliates.

Transactions with Affiliates. The Borrower will shall not, and will shall not permit any of its Subsidiaries other Loan Party or any other Subsidiary to, sellpermit to exist or enter into any transaction (including the purchase, sale, lease or otherwise transfer exchange of any Property to, property or purchase, lease or otherwise acquire the rendering of any Property from, or otherwise engage in service) with any other transactions with, any of its AffiliatesAffiliate, except (a) at prices as set forth on Schedule 7.1.(r), (b) transactions in the ordinary course of and on pursuant to the reasonable requirements of the business of the Borrower, such other Loan Party or such other Subsidiary and upon fair and reasonable terms and conditions substantially as which are no less favorable to the Borrower, such other Loan Party or such other Subsidiary than would be obtained in a comparable arm’s length transaction with a Person that is not an Affiliate, (c) payments of compensation, perquisites and fringe benefits arising out of any employment or consulting relationship in the ordinary course of business, (d) Restricted Payments not prohibited by Section 10.1.(c), (e) transactions with Unconsolidated Affiliates relating to the provision of management services and overhead and similar arrangements in the ordinary course of business, (f) employment and severance arrangements between the Borrower or such Subsidiary (any of its Subsidiaries and their respective officers and employees in the good faith determination ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements, (g) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, directors, managers, officers, employees and consultants of the Borrower) as would reasonably be obtained on an arm’s-length basis from unrelated third partiesBorrower and its Subsidiaries in the ordinary course of business to the extent attributable to the ownership, management or operation of the Borrower and its Subsidiaries and (bh) transactions between or among the Borrower and its Subsidiaries and any entity that becomes a Subsidiary as a result of such transaction not involving any other Affiliate, (c) the payment of customary compensation and benefits and reimbursements of out-of-pocket costs to, and the provision of indemnity on behalf of, directors, officers, consultants, employees and members of the Boards of Directors of the Borrower or such Subsidiary, (d) loans and advances to officers, directors, consultants and employees in the ordinary course of business, (e) Restricted Payments and other payments permitted under Section 6.04, (f) employment, incentive, benefit, consulting and severance arrangements entered into (i) in the ordinary course of business or (ii) set forth in Schedule 6.06, in each case, with officers, directors, consultants and employees of the Borrower or its Subsidiaries, (g) the transactions pursuant to the agreements set forth in Schedule 6.06 or any amendment thereto to the extent such an amendment, taken as a whole, is not adverse to the Lenders in any material respect (as determined in good faith by the Borrower), (h) the payment of fees and expenses related to the Transactions, (i) the issuance of Qualified Equity Interests of the Borrower and the granting of registration or other customary rights in connection therewith, (j) the existence of, and the performance by the Borrower or any Subsidiary of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the Borrower) than any of such documents and agreements as in effect on the Closing Date, (k) consulting services to joint ventures in the ordinary course of business and any other transactions between or among the Borrower, its Subsidiaries and joint ventures in the ordinary course of business, (l) transactions with landlords, customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and not otherwise prohibited by this Agreement, (m) transactions effected as a part of a Qualified Receivables Transaction, (n) the provision of services to directors or officers of the Borrower or any of its Subsidiaries of the nature provided by the Borrower or any of its Subsidiaries to customers in the ordinary course of business and (o) transactions approved by the Audit Committee of the Board of Directors of the Borrower in accordance with the Borrower’s policy regarding related party transactions in effect from time to time.

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any Property property or assets to, or purchase, lease or otherwise acquire any Property property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions substantially as not less favorable to the Borrower or such Subsidiary (in the good faith determination of the Borrower) as would reasonably than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions permitted hereby between or among the Borrower and its wholly-owned Subsidiaries and any entity that becomes a Subsidiary as a result of such transaction not involving any other Affiliate, (c) any Restricted Payment permitted by Section 6.07, (d) customary fees paid and indemnifications provided to directors of the payment of customary Borrower and its Subsidiaries, (e) compensation and benefits and reimbursements of out-indemnification of-pocket costs to, and the provision of indemnity on behalf ofother employment agreements and arrangements, employee benefit plans, and stock incentive plans with, directors, officers, consultants, officers and employees and members of the Boards of Directors of the Borrower or such Subsidiary, (d) loans and advances to officers, directors, consultants and employees any Subsidiary entered in the ordinary course of business, (ef) Restricted Payments and other payments Investments permitted under by Section 6.04, (fg) employment, incentive, benefit, consulting and severance arrangements entered into (i) leases or subleases of property in the ordinary course of business or (ii) set forth in Schedule 6.06, in each case, not materially interfering with officers, directors, consultants and employees the business of the Borrower or its Subsidiaries, (g) and the transactions pursuant to the agreements set forth in Schedule 6.06 or any amendment thereto to the extent such an amendment, Subsidiaries taken as a whole, is not adverse to the Lenders in any material respect (as determined in good faith by the Borrower), (h) transactions permitted hereby between or among the payment Borrower and/or any wholly-owned Subsidiary and any entity that becomes a wholly-owned Subsidiary as a result of fees and expenses related to the Transactionssuch transaction, (i) the issuance payment of Qualified Equity Interests of fees, expenses and indemnities and other payments pursuant to, and the Borrower transactions pursuant to, the agreements in effect on the Effective Date, as listed on Schedule 6.06 attached to the Disclosure Letter, and (j) the granting of registration or and other customary rights in connection therewith, (j) with the existence of, and the performance issuance of Equity Interests by the Borrower or any Subsidiary of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the Borrower) than any of such documents and agreements as in effect on the Closing Date, (k) consulting services to joint ventures in the ordinary course of business and any other transactions between or among the Borrower, its Subsidiaries and joint ventures in the ordinary course of business, (l) transactions with landlords, customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and not otherwise prohibited by this Agreement, (m) transactions effected as a part of a Qualified Receivables Transaction, (n) the provision of services to directors or officers of the Borrower or any of its Subsidiaries of the nature provided by the Borrower or any of its Subsidiaries to customers in the ordinary course of business and (o) transactions approved by the Audit Committee of the Board of Directors of the Borrower in accordance with the Borrower’s policy regarding related party transactions in effect from time to timeLoan Documents.

Transactions with Affiliates. The Except as set forth on Schedule 2(b)(6) or as contemplated in the Samsung Transaction Documents, Borrower will not, and will shall not permit enter into or consummate any transaction of any kind with any of its Subsidiaries toAffiliates other than: (i) salary, sellbonus, lease severance, employee stock option and other compensation, consulting and employment arrangements with directors or otherwise transfer any Property to, or purchase, lease or otherwise acquire any Property from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) at prices and on terms and conditions substantially as favorable to the Borrower or such Subsidiary (in the good faith determination of the Borrower) as would reasonably be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its Subsidiaries and any entity that becomes a Subsidiary as a result of such transaction not involving any other Affiliate, (c) the payment of customary compensation and benefits and reimbursements of out-of-pocket costs to, and the provision of indemnity on behalf of, directors, officers, consultants, employees and members of the Boards of Directors of the Borrower or such Subsidiary, (d) loans and advances to officers, directors, consultants and employees officers in the ordinary course of business, provided, that, no payment of any cash bonus or severance shall be permitted if a Default or Event of Default has occurred and remains in effect or would be caused by or result from such payment, and no payment of any severance shall be made, individually or in the aggregate, in excess of $250,000 in any twelve (e12) Restricted Payments month period, (ii) Distributions permitted pursuant to Section 2(b)(5), and other (iii) the making of payments permitted under Section 6.04, (f) employment, incentive, benefit, consulting and severance arrangements pursuant to a written agreement entered into by and between Borrower and one or more of its Affiliates that both (A) reflects and constitutes a transaction on overall terms at least as favorable to Borrower as would be the case in an arm’s-length transaction between unrelated parties of equal bargaining power; provided, that, notwithstanding the foregoing Borrower shall not (Y) enter into or consummate any transaction or agreement pursuant to which it becomes a party to any mortgage, Debenture, indenture or guarantee evidencing any Indebtedness of any of its Affiliates or otherwise to become responsible or liable, as a guarantor, surety or otherwise, pursuant to agreement for any Indebtedness of any such Affiliate, or (Z) make any payments to any of its Affiliates in excess of $50,000 in the aggregate during any consecutive twelve calendar month period without the prior written consent of Holder (other than payments permitted pursuant to clause (i) in the ordinary course of business or (ii) set forth in Schedule 6.06, in each case, with officers, directors, consultants and employees of the Borrower or its Subsidiaries, (g) the transactions pursuant to the agreements set forth in Schedule 6.06 or any amendment thereto to the extent such an amendment, taken as a whole, is not adverse to the Lenders in any material respect (as determined in good faith by the Borrowerabove), (h) the payment of fees and expenses related to the Transactions, (i) the issuance of Qualified Equity Interests of the Borrower and the granting of registration or other customary rights in connection therewith, (j) the existence of, and the performance by the Borrower or any Subsidiary of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the Borrower) than any of such documents and agreements as in effect on the Closing Date, (k) consulting services to joint ventures in the ordinary course of business and any other transactions between or among the Borrower, its Subsidiaries and joint ventures in the ordinary course of business, (l) transactions with landlords, customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and not otherwise prohibited by this Agreement, (m) transactions effected as a part of a Qualified Receivables Transaction, (n) the provision of services to directors or officers of the Borrower or any of its Subsidiaries of the nature provided by the Borrower or any of its Subsidiaries to customers in the ordinary course of business and (o) transactions approved by the Audit Committee of the Board of Directors of the Borrower in accordance with the Borrower’s policy regarding related party transactions in effect from time to time.

Transactions with Affiliates. The Borrower No Loan Party will, nor will not, and will not it permit any of its Subsidiaries Subsidiary to, sell, lease or otherwise transfer any Property property or assets to, or purchase, lease or otherwise acquire any Property property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions that (i) are in the ordinary course of business and (ii) are at prices and on terms and conditions substantially as not less favorable to the Borrower such Loan Party or such Subsidiary (in the good faith determination of the Borrower) as would reasonably than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its Subsidiaries and any entity that becomes a Subsidiary as a result of such transaction Loan Parties not involving any other Affiliate, (c) any investment permitted by Sections 6.04(c) or 6.04(d), (d) any Indebtedness permitted under Section 6.01(c), (e) any Restricted Payment permitted by Section 6.08, (f) loans or advances to employees permitted under Section 6.04, (g) the payment of customary reasonable fees to directors of any Borrower or any Subsidiary who are not employees of such Borrower or any Subsidiary, and compensation and benefits and reimbursements of out-of-pocket costs employee benefit arrangements paid to, and indemnities provided for the provision of indemnity on behalf benefit of, directors, officers, consultants, officers or employees and members of the Boards of Directors of the Borrower Borrowers or such Subsidiary, (d) loans and advances to officers, directors, consultants and employees their Subsidiaries in the ordinary course of business, and (eh) Restricted Payments any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and other payments permitted under Section 6.04stock ownership plans approved by a Borrower’s board of directors. Notwithstanding the foregoing, (f) employmentno Loan Party shall, incentivenor shall it permit any Subsidiary to make any payment, benefit, consulting dividend or transfer any money to Escalade Insurance except that the Loan Parties and severance arrangements entered into (i) their Subsidiaries may pay insurance premiums which are due and payable to Escalade Insurance for insurance provided in the ordinary course of business by or (ii) set forth in Schedule 6.06, in each case, with officers, directors, consultants and employees of the Borrower or its Subsidiaries, (g) the transactions pursuant through Escalade Insurance to the agreements set forth in Schedule 6.06 Loan Parties or any amendment thereto to the extent such an amendment, taken as a whole, is not adverse to the Lenders in any material respect (as determined in good faith by the Borrower), (h) the payment of fees and expenses related to the Transactions, (i) the issuance of Qualified Equity Interests of the Borrower and the granting of registration or other customary rights in connection therewith, (j) the existence of, and the performance by the Borrower or any Subsidiary of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the Borrower) than any of such documents and agreements as in effect on the Closing Date, (k) consulting services to joint ventures in the ordinary course of business and any other transactions between or among the Borrower, its Subsidiaries and joint ventures in the ordinary course of business, (l) transactions with landlords, customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and not otherwise prohibited by this Agreement, (m) transactions effected as a part of a Qualified Receivables Transaction, (n) the provision of services to directors or officers of the Borrower or any of its Subsidiaries of the nature provided by the Borrower or any of its Subsidiaries to customers in the ordinary course of business and (o) transactions approved by the Audit Committee of the Board of Directors of the Borrower in accordance with the Borrower’s policy regarding related party transactions in effect from time to timetheir Subsidiaries.

Transactions with Affiliates. The Borrower will notNo Loan Party shall, and will not nor shall it permit any of its Subsidiaries (excluding the Excluded Entities) to, selldirectly or indirectly, lease enter into or otherwise transfer permit to exist any Property totransaction (including the purchase, sale, lease, or purchase, lease exchange of any property or otherwise acquire the rendering of any Property from, service) with any holder of 5% or otherwise engage in more of any other transactions with, class of Capital Stock of Global Parent or any of its AffiliatesSubsidiaries or with any Affiliate of Global Parent or of any such holder; provided, except that the foregoing restrictions shall not apply to any of the following: (a) at prices and on terms and conditions substantially as favorable to any transaction among the Borrower or such Subsidiary (in the good faith determination of the Borrower) as would reasonably be obtained on an arm’s-length basis from unrelated third parties, Loan Parties, (b) transactions between or among the Borrower compensation arrangements for officers and other employees of Global Parent and its Subsidiaries and any entity that becomes a Subsidiary as a result entered into in the ordinary course of such transaction not involving any other Affiliate, business, (c) the payment of customary compensation and benefits and reimbursements of out-of-pocket costs to, and the provision of indemnity on behalf of, directors, officers, consultants, employees and members of the Boards of Directors of the Borrower or such Subsidiary, Restricted Junior Payments permitted by Section 6.05, (d) loans and advances to officers, directors, consultants and employees in the ordinary course of business, (e) Restricted Payments and other payments permitted under Section 6.04, (f) employment, incentive, benefit, consulting and severance arrangements entered into (i) any Loan Party may purchase assets from Affiliates thereof in the ordinary course of business so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom, (ii) set forth in Schedule 6.06, in each case, with officers, directors, consultants and employees of the Borrower or its Subsidiaries, (g) the transactions such purchase is consummated pursuant to the agreements set forth in Schedule 6.06 or any amendment thereto to the extent an arm’s length transaction and (iii) such an amendment, taken as a whole, is not adverse to the Lenders in any material respect assets are purchased for fair market value, (as determined in good faith by the Borrower), (he) the payment of fees and expenses related to the Transactions, (i) the issuance of Qualified Equity Interests of the Borrower and the granting of registration or other customary rights in connection therewith, (j) the existence of, and the performance by the Borrower or any Subsidiary of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (Asset Sales in the good faith determination form of the Borrower) than any a sale of such documents furniture and assignment of lease agreements as in effect on the Closing Date, (k) consulting services to joint ventures franchisees in the ordinary course of business and consistent with past practices, so long as (i) the sale thereof is approved by independent members of the Board that do not have any economic or voting interest in Lead Borrower (other transactions between or among than such position on the BorrowerBoard); (ii) concurrently with such sale, its Subsidiaries and joint ventures Administrative Agent shall receive a copy of an executed Franchise Agreement in which such franchisee agrees to pay for the ordinary course of businessright to use the brand name, (l) transactions with landlords, customers, clientsproducts, suppliers, joint venture partners equipment, and systems of Lead Borrower; (iii) the Loan Parties shall be in pro forma compliance with the financial covenants in Section 6.08 for the immediately preceding four-Fiscal Quarter period for which financial statements have been (or purchasers or sellers were required to be) delivered pursuant to Section 5.01(b), and (iv) in connection with the sale referenced in this clause (e), such sale meets the terms and conditions set forth in clause (e) of goods Section 6.09 and servicesthe Net Proceeds thereof shall be applied as required by Section 2.13(a), (f) financial advisory services with Affiliates, including, Vintage Capital Management, LLC so long as such financial advisory services are at arm’s length provided at a customary fee consistent with industry standards not to exceed $1,000,000 per Fiscal Year, and (g) transactions described in Schedule 6.12;, and (h) issuance of the Equity Grant; provided, further, that, notwithstanding anything to the contrary contained herein, in each case no event shall any Loan Party enter into any transaction (including the purchase, sale, lease, or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of Capital Stock of Global Parent or any of its Subsidiaries or with any Affiliate of Global Parent or of any such holder, that results in the transfer of ownership (directly or indirectly) of any Material Intellectual Property (except for non-exclusive licenses of patents, trademarks, and other intellectual property rights granted by any Loan Party or any of its Subsidiaries in the ordinary course of business and not otherwise prohibited by this Agreement, (m) transactions effected as a part of a Qualified Receivables Transaction, (n) interfering in any respect with the provision of services to directors or officers ordinary conduct of the Borrower business of such Loan Party or any of its Subsidiaries of the nature provided by the Borrower such Subsidiary) or any of its Subsidiaries interest in any Franchise Agreement to customers in the ordinary course of business and (o) transactions approved by the Audit Committee of the Board of Directors of the Borrower in accordance with the Borrower’s policy regarding related party transactions in effect from time to timeany Person that is not a Loan Party.

Transactions with Affiliates. The Borrower will notExcept for transactions by or among Loan Parties, and will not permit any of its Subsidiaries to, sell, lease sell or otherwise transfer any Property property or assets to, or purchase, lease purchase or otherwise acquire any Property property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except that (a) the Borrower or any Subsidiary may engage in any of the foregoing transactions at prices and on terms and conditions substantially as not less favorable to the Borrower or such Subsidiary (in the good faith determination of the Borrower) as would reasonably than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among dividends and purchases may be paid and effected to the Borrower and its Subsidiaries and any entity that becomes a Subsidiary as a result of such transaction not involving any other Affiliateextent provided in Section 6.6, (c) the payment of customary compensation and benefits and reimbursements of out-of-pocket costs to, and the provision of indemnity on behalf of, directors, officers, consultants, employees and members of the Boards of Directors of the Borrower or such Subsidiary, (d) loans and advances to officers, directors, consultants and employees in the ordinary course of business, (e) Restricted Payments and other payments permitted under Section 6.04, (f) employment, incentive, benefit, consulting and severance arrangements entered into (i) in the ordinary course of business or (ii) set forth in Schedule 6.06, in each case, with officers, directors, consultants and employees of the Borrower or its Subsidiaries, (g) the transactions pursuant to the agreements set forth in Schedule 6.06 or any amendment thereto to the extent such an amendment, taken as a whole, is not adverse to the Lenders in any material respect (as determined in good faith by the Borrower), (h) the payment of fees and expenses related to the Transactions, (i) the issuance of Qualified Equity Interests of the Borrower and the granting of registration or other customary rights in connection therewith, (j) the existence of, and the performance by the Borrower or any Subsidiary of its Loan Parties may perform their respective obligations under the terms of, of the Tax Sharing Agreement or any limited liability company agreement, limited partnership or other organizational document or securityholders agreement (including with any registration rights agreement or purchase agreement related thereto) to which it is a party of its Affiliates in effect on the Closing Date and which is set forth on Schedule 6.066.7, or any amendments thereto that do not materially increase the Loan Parties’ obligations thereunder, (d) reasonable fees and compensation may be paid to, and similar agreements that it indemnities may enter into thereafter, be provided that the existence on behalf of, or officers, directors and employees of, and consultants (other than the performance Sponsor) to, Holdings, the Borrower and the Subsidiaries, as determined by the Borrower Board of Directors or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the Borrower) than any of such documents and agreements as in effect on the Closing Date, (k) consulting services to joint ventures in the ordinary course of business and any other transactions between or among the Borrower, its Subsidiaries and joint ventures in the ordinary course of business, (l) transactions with landlords, customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and not otherwise prohibited by this Agreement, (m) transactions effected as a part of a Qualified Receivables Transaction, (n) the provision of services to directors or appropriate officers of the Borrower in good faith, (e) securities may be issued and other payments, awards or any of its Subsidiaries of grants (in cash, equity securities or otherwise) may be made pursuant to, or with respect to the nature provided by the Borrower or any of its Subsidiaries to customers in the ordinary course of business funding of, employment arrangements, stock options and (o) transactions stock ownership plans approved by the Audit Committee of the Board of Directors of the Borrower in accordance good faith, (f) the Loan Parties may perform their respective obligations under the terms of any registration rights agreement, (g) loans, investments and advances may be made to the extent permitted by Sections 6.1 and 6.4, (h) Restricted Payments permitted to be made pursuant to Section 6.6, (i) equity securities may be sold, (j) fees may be paid to the Sponsor in respect of any acquisitions or dispositions with respect to which the Borrower’s policy regarding related party transactions Sponsor acts as an adviser to Holdings, the Borrower or any Subsidiary in effect from time an amount not to timeexceed 1% of the value of such transaction.

Transactions with Affiliates. The Borrower will notEnter into, and will not permit any of its Subsidiaries to, sell, lease directly or otherwise transfer any Property to, or purchase, lease or otherwise acquire any Property from, or otherwise engage in any other transactions withindirectly, any transaction or series of its Affiliatesrelated transactions, except (a) at prices and on terms and conditions substantially as favorable to the Borrower whether or such Subsidiary (in the good faith determination of the Borrower) as would reasonably be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its Subsidiaries and any entity that becomes a Subsidiary as a result of such transaction not involving any other Affiliate, (c) the payment of customary compensation and benefits and reimbursements of out-of-pocket costs to, and the provision of indemnity on behalf of, directors, officers, consultants, employees and members of the Boards of Directors of the Borrower or such Subsidiary, (d) loans and advances to officers, directors, consultants and employees in the ordinary course of business, with any Affiliate of any Company (eother than between or among Borrower and one or more Subsidiary Guarantors), other than on terms and conditions at least as favorable to such Company as would reasonably be obtained by such Company at that time in a comparable arm's-length transaction with a person other than an Affiliate, except that the following shall be permitted: (a) Restricted Payments Dividends may be paid to the extent provided in Section 6.06; (b) loans may be made and other payments permitted under Section 6.04, (f) employment, incentive, benefit, consulting and severance arrangements transactions may be entered into between and among any Company and its Affiliates to the extent permitted by Sections 6.01 and 6.04; (ic) in the ordinary course of business or reasonable and customary director, officer and employee compensation (iiincluding bonuses) set forth in Schedule 6.06and other benefits (including retirement, health, stock option and other benefit plans) and indemnification arrangements, in each case, with officers, directors, consultants and employees case approved by a majority of the Borrower Independent Directors; (d) payments to Xxxxxxxx Xxxx & Xxxxxx, LLC and Trimaran Fund Management, L.L.C. under the Management and Monitoring Agreement as in effect on the Closing Date or its Subsidiaries, (g) the transactions pursuant to the agreements set forth as thereafter amended or supplemented in Schedule 6.06 or any amendment thereto to the extent such an amendmentmanner that, taken as a whole, is not more adverse to the interests of the Lenders in any material respect than the Management and Monitoring Agreement as in effect on the Closing Date; (as determined e) transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in good faith each case in the ordinary course of business and otherwise not prohibited by the Borrower)Loan Documents; (f) (x) any agreement in effect on the Closing Date and disclosed in the Offering Memorandum, (h) as in effect on the payment of fees and expenses related Closing Date or as thereafter amended or replaced in any manner, that, taken as a whole, is not more adverse to the Transactions, (i) the issuance of Qualified Equity Interests interests of the Borrower and Lenders in any material respect than such agreement as it was in effect on the granting of registration Closing Date or other customary rights (y) any transaction pursuant to any agreement referred to in connection therewith, the immediately preceding clause (jx); (g) the existence of, and the performance by the Borrower or any Subsidiary Loan Party of its obligations under the terms of, any limited liability company agreementcompany, limited partnership or other organizational document Organizational Document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which is set forth described in the Offering Memorandum, as in effect on Schedule 6.06the Closing Date, and similar agreements that it may enter into thereafter; provided, provided however, that the existence of, or the performance by the Borrower or any Subsidiary Loan Party of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j6.07(g) to the extent not more adverse to the interest of the Lenders in any material respect respect, when taken as a whole (in the good faith determination of the Borrower) whole, than any of such documents and agreements as in effect on the Closing Date, ; (kh) consulting services sales of Qualified Capital Stock to joint ventures in the ordinary course Affiliates of business and any other transactions between or among the Borrower, its Subsidiaries and joint ventures in the ordinary course of business, (l) transactions with landlords, customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and Borrower not otherwise prohibited by this Agreement, the Loan Documents and the granting of registration and other customary rights in connection therewith; (mi) transactions effected as a part of a any transaction with an Affiliate where the only consideration paid by any Loan Party is Qualified Receivables Transaction, Capital Stock; and (nj) the provision of services to directors or officers of the Borrower or any of its Subsidiaries of the nature provided by the Borrower or any of its Subsidiaries to customers in the ordinary course of business and (o) transactions approved by the Audit Committee of the Board of Directors of the Borrower in accordance with the Borrower’s policy regarding related party transactions in effect from time to timeTransactions may be effected.

Transactions with Affiliates. The Borrower Company will not, not and will not permit any of its Restricted Subsidiaries to, selldirectly or indirectly, lease enter into any transaction or otherwise transfer any Property to, agreement with or purchase, lease or otherwise acquire any Property from, or otherwise engage in any other transactions with, for the benefit of any of its Affiliates, their Affiliates involving aggregate payments or consideration in excess of $25,000,000 except for: (a) at prices and on terms and conditions substantially as favorable to the Borrower transactions or such Subsidiary (in the good faith determination of the Borrower) as would reasonably be obtained on an arm’s-length basis from unrelated third parties, agreements required by applicable law or regulation; (b) transactions between or among agreements required or contemplated by the Borrower and its Subsidiaries and any entity that becomes a Subsidiary as a result of such transaction not involving any other Affiliate, CSAA; (c) the payment of customary compensation transactions or agreements contemplated by any Material Project Agreement and benefits and reimbursements of out-of-pocket costs to, and the provision of indemnity on behalf of, directors, officers, consultants, employees and members of the Boards of Directors of the Borrower or such Subsidiary, (d) loans and advances to officers, directors, consultants and employees in the ordinary course of business, (e) Restricted Payments and other payments permitted under Section 6.04, (f) employment, incentive, benefit, consulting and severance arrangements entered into (i) in the ordinary course of business (but not the entering into of a Material Project Agreement or an agreement that, pursuant to the terms of this Indenture, becomes a Material Project Agreement); (iid) set forth the CMI (UK) LNG SPAs, the Gas and Power Supply Services Agreement and the Tax Sharing Agreements; (e) transactions or agreements undertaken on fair and commercially reasonable terms that are not less favorable in Schedule 6.06the aggregate to the Company or such Restricted Subsidiary than would be obtained in a comparable agreement with independent parties acting at arm’s length (or, in each caseif there is no comparable arm’s-length transaction, with officers, directors, consultants and employees then on terms reasonably determined by the Board of Directors of the Borrower Company to be fair and reasonable); (f) transactions or agreements between or among the Company and/or its Restricted Subsidiaries, ; (g) Subordinated Debt between or among the transactions pursuant to the agreements set forth in Schedule 6.06 or Company and/or its Restricted Subsidiaries and any amendment thereto to the extent such an amendment, taken as a whole, is not adverse to the Lenders in any material respect (as determined in good faith by the Borrower), of their Affiliates; (h) any Sharing Arrangement with an Affiliate of the payment Company; provided, that the terms of fees such agreement provide for the recovery by the Company or its Restricted Subsidiary, as the case may be, of at least the incremental Operation and expenses related Maintenance Expenses associated with operations pursuant to such agreement and the Transactions, Company or such Restricted Subsidiary has entered into the required Security Documents in respect of its rights under such agreements; (i) the issuance of Qualified Equity Interests of the Borrower and the granting of registration or other customary rights in connection therewith, (j) the existence of, and the performance by the Borrower or any Subsidiary of its obligations under the terms of, any limited liability company employment agreement, limited partnership employee benefit plan, officer or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing director indemnification agreement or any such similar agreement arrangement entered into after by the Closing Date shall only be permitted by this Section 6.06(j) to Company or a Restricted Subsidiary, as the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the Borrower) than any of such documents and agreements as in effect on the Closing Datecase may be, (k) consulting services to joint ventures in the ordinary course of business and payments pursuant thereto; (j) transactions with a Person (other than an Unrestricted Subsidiary of the Company) that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person; (k) any issuance of Equity Interests (other transactions between or among than Disqualified Stock) of the Borrower, its Subsidiaries and joint ventures in Company to Affiliates of the ordinary course of business, Company; (l) transactions with landlordsPermitted Investments, customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and not otherwise prohibited by this Agreement, including those permitted under Section 4.06; (m) transactions effected as a part of a Qualified Receivables Transaction, Permitted Payments; (n) the provision of services to directors any contracts, agreements or officers understandings existing as of the Borrower Notes Issue Date, and any amendments to or replacements of such contracts, agreements or understandings permitted under the Finance Documents to which the Trustee is a party; (o) any assignment, novation or transfer of the CMI (UK) LNG SPAs to an Affiliate of the Company or any of its Subsidiaries of the nature provided by the Borrower or Restricted Subsidiaries; and (p) any of its Subsidiaries to customers in the ordinary course of business and (o) transactions approved by the Audit Committee of the Board of Directors of the Borrower arrangements entered into in accordance with the Borrower’s policy regarding related party transactions provisions in effect Section 4.27 and Section 4.28. Prior to entering into any agreement with an Affiliate pursuant to clause (e) above, and involving aggregate consideration in excess of $50,000,000, the Company shall deliver to the Trustee a certificate from time an Authorized Officer of the Company as to timethe satisfaction of the applicable condition set forth in such clause (e).

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease (a) Sell or otherwise transfer any Property property or assets to, or purchase, lease purchase or otherwise acquire any Property property or assets from, or otherwise engage in any other transactions transaction with, any of its Affiliates, except unless such transaction is (i) otherwise permitted (or required) under this Agreement (including in connection with any Permitted Receivables Financing) or (ii) upon terms no less favorable to the Company or such Subsidiary, as applicable, than would be obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate; provided that this clause (ii) shall not apply to the indemnification of directors of the Company and the Subsidiaries in accordance with customary practice. (b) The foregoing paragraph (a) at prices and on terms and conditions substantially as favorable shall not prohibit, to the Borrower extent otherwise permitted under this Agreement, (i) any issuance of securities, or such Subsidiary (other payments, awards or grants in cash, securities or otherwise pursuant to, or the good faith determination of the Borrower) as would reasonably be obtained on an arm’s-length basis from unrelated third partiesfunding of, (b) transactions between employment arrangements, stock options, stock ownership plans, including restricted stock plans, stock grants, directed share program and other stock plans customarily maintained or among the Borrower and its Subsidiaries and any entity that becomes a Subsidiary as a result of such transaction not involving any other Affiliate, (c) the payment of customary compensation and benefits and reimbursements of out-of-pocket costs tofunded by public companies, and the provision granting and performance of indemnity on behalf of, registration rights approved by the Board of Directors of the Company; (ii) transactions among the Company and the Loan Parties and transactions among the non-Loan Parties and among non-Loan Parties and the Foreign Borrower otherwise permitted by this Agreement; (iii) any indemnification agreement or any similar arrangement entered into with directors, officers, consultants, employees and members of the Boards of Directors of the Borrower or such Subsidiary, (d) loans and advances to officers, directors, consultants and employees in of the ordinary course of business, (e) Restricted Payments Company and other payments permitted the Subsidiaries under Section 6.04, (f) employment, incentive, benefit, consulting and severance arrangements entered into (i) in the ordinary course of business or (ii) set forth in Schedule 6.06and the payment of fees and indemnities to directors, in each case, with officers, directors, consultants and employees of the Borrower or its Subsidiaries, Company and the Subsidiaries pursuant to such arrangements; (giv) the transactions pursuant to permitted agreements in existence on the agreements Closing Date and set forth in on Schedule 6.06 6.07 or any amendment thereto to the extent such an amendment, taken as a whole, amendment is not adverse to the Lenders in any material respect respect; (as determined in good faith v) any employment agreement or employee benefit plan entered into by the Borrower)Company or any of the Subsidiaries in the ordinary course of business or consistent with past practice and payments pursuant thereto; (vi) transactions otherwise permitted under Section 6.04 and Section 6.06; (vii) [Intentionally Omitted]; (viii) [Intentionally Omitted]; (ix) [Intentionally Omitted]; (x) transactions with any Affiliate for the purchase or sale of goods, products, parts and services entered into in the ordinary course of business in a manner consistent with past practice; (hxi) any transaction in respect of which the payment of fees and expenses related Company delivers to the Transactions, Administrative Agent (ifor delivery to the Lenders) a letter addressed to the issuance Board of Qualified Equity Interests Directors of the Borrower and the granting Company from an accounting, appraisal or investment banking firm, in each case of registration or other customary rights in connection therewith, nationally recognized standing that is (jA) the existence of, and the performance by the Borrower or any Subsidiary of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the Company qualified to render such letter and (B) reasonably satisfactory to the Administrative Agent, which letter states that such transaction is on terms that are no less favorable to the Company or such Subsidiary, as applicable, than would be obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate; (xii) [Intentionally Omitted]; (xiii) transactions pursuant to any Permitted Receivables Financing; (xiv) [Intentionally Omitted]; (xv) so long as not otherwise prohibited under this Agreement, guarantees of performance by the Company or any Subsidiary of any other Subsidiary or the Company that is not a Loan Party (other than the Foreign Borrower) than any of such documents and agreements as in effect on the Closing Date, (k) consulting services to joint ventures in the ordinary course of business and any other transactions between or among the Borrower, its Subsidiaries and joint ventures in the ordinary course of business, except for guarantees of Indebtedness in respect of borrowed money; (lxvi) if such transaction is with a Person in its capacity as a holder (A) of Indebtedness of the Company or any Subsidiary where such Person is treated no more favorably than the other holders of Indebtedness of the Company or any Subsidiary or (B) of Equity Interests of the Company or any Subsidiary where such Person is treated no more favorably than the other holders of Equity Interests of the Company or any Subsidiary; and (xvii) transactions with landlords, customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in pursuant to the ordinary course of business and not otherwise prohibited by this Agreement, (m) transactions effected as a part of a Qualified Receivables Transaction, (n) the provision of services to directors or officers of the Borrower or any of its Subsidiaries of the nature provided by the Borrower or any of its Subsidiaries to customers in the ordinary course of business and (o) transactions approved by the Audit Committee of the Board of Directors of the Borrower in accordance with the Borrower’s policy regarding related party transactions in effect from time to timePermitted Foreign Restructuring.

Transactions with Affiliates. The Borrower Holdings will not, and will not permit any of its Subsidiaries Restricted Subsidiary to, sell, lease or otherwise transfer any Property property or assets to, or purchase, lease or otherwise acquire any Property property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (ai) at prices and on terms and conditions substantially as favorable to the Borrower or such Subsidiary (in the good faith determination of the BorrowerA) as would reasonably be obtained on an arm’s-length basis from unrelated third parties, (by) transactions between or among the Borrower and its Subsidiaries and Holdings or any Restricted Subsidiary or any entity that becomes a Restricted Subsidiary as a result of such transaction and (z) transactions between or among Restricted Subsidiaries that are not Loan Parties or any entity that becomes a Restricted Subsidiary as a result of such transaction (and, in each case of clauses (y) and (z), not involving any other Affiliate of Holdings) and (B) transactions involving aggregate payment or consideration of less than $15,000,000, (ii) on terms substantially as favorable to Holdings or such Restricted Subsidiary as would be obtainable by such Person at the time in a comparable arm’s-length transaction with a Person other than an Affiliate, (c) the payment of customary compensation and benefits and reimbursements of out-of-pocket costs to, and the provision of indemnity on behalf of, directors, officers, consultants, employees and members of the Boards of Directors of the Borrower or such Subsidiary, (d) loans and advances to officers, directors, consultants and employees in the ordinary course of business, (e) Restricted Payments and other payments permitted under Section 6.04, (f) employment, incentive, benefit, consulting and severance arrangements entered into (i) in the ordinary course of business or (ii) set forth in Schedule 6.06, in each case, with officers, directors, consultants and employees of the Borrower or its Subsidiaries, (g) the transactions pursuant to the agreements set forth in Schedule 6.06 or any amendment thereto to the extent such an amendment, taken as a whole, is not adverse to the Lenders in any material respect (as determined in good faith by the Borrower), (hiii) the payment of fees and expenses related to the Transactions, (iiv) the issuance [reserved], (v) issuances of Qualified Equity Interests of the Borrower and the granting of registration or other customary rights in connection therewith, (j) the existence of, and the performance by the Borrower Holdings or any Restricted Subsidiary of its obligations under to the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be extent otherwise permitted by this Section 6.06(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the Borrower) than any of such documents and agreements as in effect on the Closing DateAgreement, (kvi) consulting services to joint ventures employment and severance arrangements between Holdings (or any direct or indirect parent company of Holdings) and the Restricted Subsidiaries and their respective officers and employees in the ordinary course of business (including loans and any other transactions between or among the Borrower, its Subsidiaries advances pursuant to Section 6.04(b) and joint ventures in the ordinary course of business6.04(n)), (lvii) transactions with landlordspayments by Holdings and the Restricted Subsidiaries pursuant to tax sharing agreements among Holdings and the Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of Holdings and the Restricted Subsidiaries, customersto the extent such payments are permitted by Section 6.07(a)(vii)(A), clients(viii) the payment of customary fees and reasonable out-of-pocket costs to, suppliersand indemnities provided on behalf of, joint venture partners or purchasers or sellers members of goods the Board of Directors, officers and services, in each case employees of Holdings and the Restricted Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of Holdings and not otherwise prohibited by this Agreementthe Restricted Subsidiaries, (mix) transactions effected as a part of a Qualified Receivables Transactionpursuant to permitted agreements in existence or contemplated on the Effective Date and set forth on Schedule 6.08 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect, (nx) [reserved], (xi) [reserved], (xii) [reserved], (xiii) sales of accounts receivable, or participations therein, or Securitization Assets or related assets in connection with or any Qualified Securitization Facility, (xiv) [reserved], (xv) [reserved] and (xvi) any other (A) Indebtedness permitted under Section 6.01 and Liens permitted under Section 6.02; provided that such Indebtedness and Liens are on terms which are fair and reasonable to Holdings and its Restricted Subsidiaries as determined by the provision majority of services to directors or officers independent members of the Borrower or any board of its Subsidiaries directors of the nature provided by the Borrower or any of its Subsidiaries to customers in the ordinary course of business Holdings and (oB) transactions approved by the Audit Committee of the Board of Directors of the Borrower in accordance with the Borrower’s policy regarding related party transactions in effect from time to timepermitted under Section 6.03, Investments permitted under Section 6.04 and Restricted Payments permitted under Section 6.07.

Transactions with Affiliates. The Borrower will not, and nor will not it permit any of its Subsidiaries Subsidiary to, sell, lease or otherwise transfer any Property property or assets to, or purchase, lease or otherwise acquire any Property property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except involving aggregate payments or consideration in excess of $2,500,000 for any individual transaction or series of related transactions, except: (a) transactions that are at prices and on terms and conditions substantially as not less favorable to the Borrower or such Subsidiary (in the good faith determination of the Borrower) as would reasonably than could be obtained on an arm’s-length basis from unrelated third parties, , (b) (i) transactions between or among the Borrower and its the Subsidiary Loan Parties, (ii) transactions between or among Subsidiaries that are not Subsidiary Loan Parties and (iii) transactions between or among the Borrower and the Subsidiary consistent with past practice and made in the ordinary course, (c) any transaction permitted under Sections 6.01, 6.02, 6.03, 6.04, 6.05 or 6.08, (d) [reserved], (e) [reserved], (f) [reserved], (g) [reserved], (h) any lease or sublease entered into between the Borrower or any Subsidiary, as lessee or sublessee, and any of the Affiliates (as of the Effective Date) of the Borrower or entity that becomes controlled by such Affiliates, as lessor or sublessor, which is approved in good faith by a Subsidiary as a result majority of such transaction not involving the disinterested members of the Board of Directors of the Borrower, (i) payments to or from, and transactions with, any other Affiliate, joint venture in the ordinary course of business (cincluding any cash management activities related thereto), (j) [reserved], (k) the payment of customary reasonable fees to directors of the Borrower or any Subsidiary who are not employees of the Borrower or any Subsidiary, and compensation and benefits and reimbursements of out-of-pocket costs employee benefit arrangements paid to, and indemnities provided for the provision of indemnity on behalf benefit of, directors, officers, consultants, officers or employees and members of the Boards of Directors of the Borrower or such Subsidiary, (d) loans and advances to officers, directors, consultants and employees any Subsidiary in the ordinary course of business, (l) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s Board of Directors, (em) Restricted Payments transactions pursuant to agreements existing on the Effective Date and other payments permitted under Section 6.04, set forth on Schedule 6.09 and any amendments thereto to the extent such amendments are not materially less favorable to the Borrower or such Subsidiary Loan Party than those provided for in the original agreements, (fn) employment, incentive, benefit, consulting employment and severance arrangements entered into (i) in the ordinary course of business or (ii) set forth in Schedule 6.06, in each case, with officers, directors, consultants and employees of the Borrower or its Subsidiaries, (g) the transactions pursuant to the agreements set forth in Schedule 6.06 or any amendment thereto to the extent such an amendment, taken as a whole, is not adverse to the Lenders in any material respect (as determined in good faith by the Borrower), (h) the payment of fees and expenses related to the Transactions, (i) the issuance of Qualified Equity Interests of the Borrower and the granting of registration or other customary rights in connection therewith, (j) the existence of, and the performance by the Borrower or any Subsidiary of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the Borrower) than any of such documents and agreements as in effect on the Closing Date, (k) consulting services to joint ventures in the ordinary course of business and any other transactions between or among approved by the Borrower, its Subsidiaries and joint ventures in the ordinary course ’s Board of business, (l) transactions with landlords, customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and not otherwise prohibited by this Agreement, (m) transactions effected as a part of a Qualified Receivables Transaction, (n) the provision of services to directors or officers of Directors between the Borrower or any of its Subsidiaries Subsidiary and any employee thereof, (o) all payments made or to be made in connection with the Transactions, including the payment of the nature provided by Transaction Costs, (p) [reserved]; (q) [reserved]; and (r) any customary management services agreements or similar agreements between the Borrower or any of its Subsidiaries to customers in the ordinary course of business and (o) transactions approved by the Audit Committee of the Board of Directors of the Borrower in accordance with the Borrower’s policy regarding related party transactions in effect from time to timeSubsidiary.

Transactions with Affiliates. The Borrower will notNo Credit Party shall, and will not no Credit Party shall suffer or permit any of its Restricted Subsidiaries to, sell, lease enter into any transaction with any Affiliate of the Borrower or otherwise transfer any Property to, or purchase, lease or otherwise acquire any Property from, or otherwise engage in any other transactions with, any of its AffiliatesRestricted Subsidiaries involving aggregate payments or consideration in excess of $2,500,000 for any individual transaction or series of related transactions, except whether or not in the Ordinary Course of Business, except: (a) at prices and on as expressly permitted by this Agreement; (b) pursuant to the reasonable requirements of the business of such Credit Party or such Restricted Subsidiary upon terms and conditions substantially as favorable to such Credit Party or such Restricted Subsidiary than would be obtained in a comparable arm’s length transaction with a Person not an Affiliate of the Borrower or such Restricted Subsidiary and which, to the extent involving an amount in excess of $2,500,000, are disclosed in writing to the Administrative Agent; (in c) as set forth on Schedule 5.6; (d) indemnification payments (including customary fees and reasonable out-of-pocket costs) by such Person to its officers, directors, employees and consultants of the good faith determination Borrower and any of its Restricted Subsidiaries (or any direct or indirect parent of the Borrower) as would reasonably be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between in the Ordinary Course of Business to the extent attributable to the ownership or among operation of the Borrower and its Restricted Subsidiaries; (e) issuances of Equity Interests not otherwise prohibited by this Agreement; (f) travel and entertainment advances and relocation costs and expenses; provided that the principal amount of all such travel and entertainment advances and relocation costs and expenses is permitted by Section 5.4; (g) transactions under Permitted Receivables Facility Documents; (h) the consent by the Borrower to any assignment or sale of a participation to an Affiliate pursuant to, and subject to the limitations in, Section 9.9; (i) transactions among one or more of the Borrower and its Restricted Subsidiaries and or any entity that becomes a Restricted Subsidiary as a result of such transaction not involving any other Affiliate, (c) the payment of customary compensation and benefits and reimbursements of out-of-pocket costs to, and the provision of indemnity on behalf of, directors, officers, consultants, employees and members of the Boards of Directors of the Borrower or such Subsidiary, (d) loans and advances to officers, directors, consultants and employees in the ordinary course of business, (e) Restricted Payments and other payments permitted under Section 6.04, (f) employment, incentive, benefit, consulting and severance arrangements entered into (i) in the ordinary course of business or (ii) set forth in Schedule 6.06, in each case, with officers, directors, consultants and employees of the Borrower or its Subsidiaries, (g) the transactions pursuant to the agreements set forth in Schedule 6.06 or any amendment thereto to the extent such an amendment, taken as a whole, is not adverse to the Lenders in any material respect (as determined in good faith otherwise expressly limited by the Borrower), terms of this Agreement; (h) the payment of fees and expenses related to the Transactions, (ij) the issuance of Qualified Equity Interests of the Borrower and the granting of registration or other customary rights in connection therewith, (j) the existence of, and the performance by the Borrower or any Subsidiary of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment equity-based awards to any such existing agreement officer, director, employee or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the Borrower) than any of such documents and agreements as in effect on the Closing Date, (k) consulting services to joint ventures in the ordinary course of business and any other transactions between or among the Borrower, its Subsidiaries and joint ventures in the ordinary course of business, (l) transactions with landlords, customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and not otherwise prohibited by this Agreement, (m) transactions effected as a part of a Qualified Receivables Transaction, (n) the provision of services to directors or officers consultant of the Borrower or any of its Restricted Subsidiaries; (k) [reserved]; (l) employment, consulting, severance and other service or benefit related arrangements between any Credit Party and its Restricted Subsidiaries and their respective officers and employees in the Ordinary Course of Business and transactions pursuant to stock option and other equity award plans and employee benefit plans and arrangements in the nature provided by the Borrower Ordinary Course of Business; (m) [reserved]; and (n) transactions in which any Credit Party or any of its Subsidiaries Restricted Subsidiaries, as the case may be, deliver to customers in the ordinary course Administrative Agent a letter from an Independent Financial Advisor stating that such transaction is fair to such Credit Party or such Restricted Subsidiary from a financial point of business and view or meets the requirements of clause (ob) transactions approved by the Audit Committee of the Board of Directors of the Borrower in accordance with the Borrower’s policy regarding related party transactions in effect from time to timethis Section 5.6.

Transactions with Affiliates. The Parent and the Borrower will not, and will not permit any of its the other Subsidiaries to, sell, lease or otherwise transfer any Property property or assets to, or purchase, lease or otherwise acquire any Property property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) at prices and on terms and conditions substantially as not less favorable to the Parent, the Borrower or such Subsidiary (in the good faith determination of the Borrower) as would reasonably than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its Loan Parties not involving any other Affiliate or between or among Foreign Subsidiaries and any entity that becomes a Subsidiary as a result of such transaction not involving any other Affiliate, (c) transactions between a Loan Party and a Foreign Subsidiary, provided that, to the payment extent that such transaction is not in the ordinary course of business (based upon past practices and customary industry practices) and is at prices and on terms less favorable to such Loan Party then could be obtained on an arm’s length basis from an unrelated third party, the excess value conferred by such Loan Party on such Foreign Subsidiary as a result thereof shall be treated as an investment in such Foreign Subsidiary for purposes of determining compliance with Section 6.04, (d) advances to employees permitted by Section 6.04, (e) any Restricted Payments permitted by Section 6.07, (f) fees, compensation and other benefits and reimbursements of out-of-pocket costs paid to, and the provision of customary indemnity and reimbursement provided on behalf of, directors, officers, consultantsdirectors and employees of any Loan Party in the ordinary course of business consistent with past practices and/or industry practices, employees and members (g) any employment agreement entered into by the Parent or any of the Boards of Directors of the Borrower or such Subsidiary, (d) loans and advances to officers, directors, consultants and employees Subsidiaries in the ordinary course of business, (eh) Restricted Payments and other payments permitted under Section 6.04any Permitted Receivables Financing, (f) employment, incentive, benefit, consulting and severance arrangements entered into (i) transactions and agreements in existence on the ordinary course of business or (ii) set forth in Restatement Effective Date and listed on Schedule 6.066.05 and, in each case, with officers, directors, consultants and employees of the Borrower or its Subsidiaries, (g) the transactions pursuant to the agreements set forth in Schedule 6.06 or any amendment thereto to the extent such an amendment, taken as a whole, that is not adverse disadvantageous to the Lenders in any material respect (as determined in good faith by the Borrower), (h) the payment of fees and expenses related to the Transactions, (i) the issuance of Qualified Equity Interests of the Borrower and the granting of registration or other customary rights in connection therewithrespect, (j) the existence of, transactions described in Schedule 6.04B and the performance by the Borrower or any Subsidiary of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the Borrower) than any of such documents and agreements as in effect on the Closing Date, (k) consulting services to joint ventures in transactions among the ordinary course of business Parent, any Loan Party and any other transactions between or among the Borrower, its Subsidiaries and joint ventures in the ordinary course of business, (l) transactions with landlords, customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and not otherwise prohibited by this Agreement, (m) transactions effected as a part of a Qualified Receivables Transaction, (n) the provision of services to directors or officers of the Borrower Subsidiaries, permitted by Section 6.03(a) (other than clause (iii) thereof, except transactions solely between Loan Parties or any of its Subsidiaries of the nature provided by the Borrower or any of its Subsidiaries to customers in the ordinary course of business and (o) transactions approved by the Audit Committee of the Board of Directors of the Borrower in accordance with the Borrower’s policy regarding related party transactions in effect from time to timesolely between Foreign Subsidiaries).

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease (a) Sell or otherwise transfer any Property property or assets to, or purchase, lease purchase or otherwise acquire any Property property or assets from, or otherwise engage in any other transactions transaction with, any of its Affiliates, except (a) at prices and on unless such transaction is upon terms and conditions substantially as favorable to the Borrower or such Subsidiary Restricted Subsidiary, as applicable, as would be obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate; provided, that this clause (a) shall not apply to any transaction or series of related transactions involving payments or an aggregate consideration not in excess of $20,000,000. (b) The foregoing paragraph (a) shall not prohibit, to the good faith determination extent otherwise permitted under this Agreement, (i) the Transactions, all transactions in connection therewith (including but not limited to the financing thereof and all transactions contemplated by the Spin-Off Documents) and all fees and expenses paid or payable in connection with the Transactions; (ii) 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, stock ownership plans, including restricted stock plans, stock grants, directed share programs and other equity based plans customarily maintained by similar companies and the granting and performance of registration rights approved by the board of directors of the Borrower) as would reasonably be obtained on an arm’s-length basis from unrelated third parties, ; (biii) transactions between or among the Borrower and its Subsidiaries and the Restricted Subsidiaries; (iv) any entity that becomes a Subsidiary as a result of such transaction not involving indemnification agreement or any other Affiliate, (c) the payment of customary compensation and benefits and reimbursements of out-of-pocket costs to, and the provision of indemnity on behalf of, similar arrangement entered into with directors, officers, consultants, employees and members of the Boards of Directors of the Borrower or such Subsidiary, (d) loans and advances to officers, directors, consultants and employees in the ordinary course of business, (e) Restricted Payments and other payments permitted under Section 6.04, (f) employment, incentive, benefit, consulting and severance arrangements entered into (i) in the ordinary course of business or (ii) set forth in Schedule 6.06, in each case, with officers, directors, consultants and employees of the Borrower or its Subsidiariesin the ordinary course of business and the payment of fees and indemnities to directors, officers, consultants and employees of the Borrower in the ordinary course of business; (gv) the transactions pursuant to the Spin-Off Documents and other permitted agreements in existence on the Effective Date and set forth in on Schedule 6.06 6.08 or any amendment thereto to the extent such an amendment, taken as a whole, amendment is not adverse to the Lenders in any material respect respect; (as determined in good faith by the Borrower), (hvi) the payment of fees and expenses related to the Transactions, (i) the issuance of Qualified Equity Interests of the Borrower and the granting of registration any employment agreement or other customary rights in connection therewith, (j) the existence of, and the performance employee benefit plan entered into by the Borrower or any Restricted Subsidiary in the ordinary course of its obligations business or consistent with past practice and payments pursuant thereto; (vii) transactions otherwise permitted under Section 6.04 or Section 6.06; (viii) transactions with any Affiliate for the terms ofpurchase or sale of goods, products, parts and services entered into in the ordinary course of business in a manner consistent with past practice; (ix) any limited liability company agreement, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to transaction in respect of which it is a party on the Closing Date and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) delivers to the extent not more adverse Administrative Agent (for delivery to the interest Lenders) a letter addressed to the board of directors of the Lenders Borrower from an accounting, appraisal or investment banking firm, in any material respect when taken as a whole each case of nationally recognized standing that is (A) in the good faith determination of the BorrowerBorrower qualified to render such letter and (B) reasonably satisfactory to the Administrative Agent, which letter states that such transaction is on terms that are not substantially less favorable to the Borrower or such Restricted Subsidiary, as applicable, than would be obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate; (x) if such transaction is with a Person in its capacity as a holder (A) of Indebtedness of the Borrower or such Restricted Subsidiary where such Person is treated no more favorably than the other holders of Indebtedness of the Borrower or any such Restricted Subsidiary or (B) of Equity Interests of the Borrower or such documents and agreements as in effect on Restricted Subsidiary where such Person is treated no more favorably than the Closing Dateother holders of Equity Interests of the Borrower or such Restricted Subsidiary; (xi) the provision of credit support by the Borrower or any Restricted Subsidiary for (A) its Restricted Subsidiaries, (kB) consulting services to joint ventures Ventures provided in the ordinary course form of business a Guarantee solely to the extent constituting a replacement of Letters of Credit provided for such Ventures on or about the time of the Spin-off, and any other transactions between or among (C) to the Borrowerextent such credit support is provided through a Letter of Credit issued in accordance with Section 2.23(k) and is otherwise permitted under this Agreement, its Unrestricted Subsidiaries and joint ventures Ventures, in each case, as it deems appropriate in the ordinary course of business; (xii) customary corporate sharing agreements with respect to tax sharing or general overhead and administrative matters; (xiii) a transaction or transactions that are not on an arm’s length basis or are not on terms as favorable as could have been obtained from a third party, provided, that such transaction or transactions occurs within a related series of transactions, which, in the aggregate, are on an arm’s length basis and are on terms as favorable as could have been obtained from a third party; (lxiv) non-material transactions with landlordsany officer, customersdirector, clients, suppliers, joint venture partners employee or purchasers Affiliate that are not on an arm’s length basis or sellers of goods and services, in each case are not on terms as favorable as could have been obtained from a third party but are in the ordinary course of business the Borrower’s or such Restricted Subsidiary’s business, so long as, in each case, after giving effect thereto, no Default or Event of Default shall have occurred and not otherwise prohibited be continuing; and (xv) such transaction is approved or ratified by this Agreement, a majority of the disinterested members of either (m) transactions effected as a part of a Qualified Receivables Transaction, (ni) the provision board of services to directors or officers of the Borrower or any of its Subsidiaries of the nature provided by the Borrower or any of its Subsidiaries to customers in the ordinary course of business and (oii) transactions approved by the Audit Committee of the Board of Directors of the Borrower in accordance with the Borrower’s policy regarding related party transactions corporate governance committee, in effect from time to timeeach case, in good faith.

Transactions with Affiliates. The Borrower Each Credit Party will not, and will not permit any of its Subsidiaries toSubsidiaries, sellto enter into or cause or permit to exist any arrangement, lease transaction or otherwise transfer any Property to, or contract (including for the purchase, lease or otherwise acquire exchange of property or the rendering of services) with any Property from, or otherwise engage in any other transactions with, any of its Affiliates, Affiliate except (a) at prices transactions with a value of less than $2,000,000, (b) on fair and on reasonable terms and conditions substantially as no less favorable to the Borrower such Credit Party or such Subsidiary (than it could obtain in the good faith determination of the Borrower) as would reasonably be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its Subsidiaries and any entity transaction with a Person that becomes a Subsidiary as a result of such transaction is not involving any other an Affiliate, (c) customary fees to, and indemnifications of, non-officer directors (or equivalent persons) (other than employees of Parent or its Affiliates which are not Credit Parties) of the Credit Parties and their respective Subsidiaries, (d)(i) the payment of customary compensation and benefits indemnification arrangements and reimbursements benefit plans for officers and employees of out-of-pocket the Credit Parties and their respective Subsidiaries in the ordinary course of business; provided, that, all such amounts payable to officers and employees that are also officers and employees of Parent or its Controlled Affiliates shall be reasonable and customary and not exceed the allocated costs to, to the Credit Parties and their Subsidiaries based on the provision of indemnity relative time such officer spends on behalf of, directors, officers, consultants, employees and members of the Boards of Directors Credit Parties and their Subsidiaries as compared to the relative time spent by such officer on behalf of the Borrower Parent and its Controlled Affiliates and (ii) reasonable severance agreements or such Subsidiarypayment of severance to applicable employees, directors (dor equivalent persons) loans and advances to officers, directors, consultants and employees officers either approved by the Credit Parties’ governing bodies or otherwise entered into or made in the ordinary course of business, (e) transactions solely among Credit Parties, transactions expressly permitted by Sections 10.01, 10.03, 10.04 and 10.05 among Parent and its Subsidiaries and not involving any other Affiliate of Parent, and Restricted Payments and other payments permitted under by Section 6.0410.07, (f) employment, incentive, benefit, consulting and severance arrangements entered into (i) in transactions necessary to exercise the ordinary course of business or (ii) set forth in Schedule 6.06, in each case, with officers, directors, consultants and employees of the Borrower or its SubsidiariesCure Right, (g) the transactions pursuant to the agreements set forth in Schedule 6.06 or any amendment thereto to the extent such an amendmentsolely among Subsidiaries that are not Credit Parties, taken as a whole, is not adverse to the Lenders in any material respect (as determined in good faith by the Borrower), and (h) the payment of fees and expenses related to the Transactions, (i) the issuance of Qualified Equity Interests of the Borrower and the granting of registration or other customary rights in connection therewith, (j) the existence of, and the performance by the Borrower or any Subsidiary of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which is set forth transactions identified on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the Borrower) than any of such documents and agreements as in effect on the Closing Date, (k) consulting services to joint ventures in the ordinary course of business and any other transactions between or among the Borrower, its Subsidiaries and joint ventures in the ordinary course of business, (l) transactions with landlords, customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and not otherwise prohibited by this Agreement, (m) transactions effected as a part of a Qualified Receivables Transaction, (n) the provision of services to directors or officers of the Borrower or any of its Subsidiaries of the nature provided by the Borrower or any of its Subsidiaries to customers in the ordinary course of business and (o) transactions approved by the Audit Committee of the Board of Directors of the Borrower in accordance with the Borrower’s policy regarding related party transactions in effect from time to time8.26.

Transactions with Affiliates. The Borrower No Restricted Person will notenter into any transaction of any kind with any Affiliate of any Restricted Person, and will whether or not permit any of its Subsidiaries to, sell, lease or otherwise transfer any Property to, or purchase, lease or otherwise acquire any Property from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) at prices and on terms and conditions substantially as favorable to the Borrower or such Subsidiary (in the good faith determination of the Borrower) as would reasonably be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its Subsidiaries and any entity that becomes a Subsidiary as a result of such transaction not involving any other Affiliate, (c) the payment of customary compensation and benefits and reimbursements of out-of-pocket costs to, and the provision of indemnity on behalf of, directors, officers, consultants, employees and members of the Boards of Directors of the Borrower or such Subsidiary, (d) loans and advances to officers, directors, consultants and employees in the ordinary course of business, other than terms that are no less favorable to such Restricted Person than those that would have been obtained in a comparable transaction by such Restricted Person, with an unrelated Person, or, if there are no such comparable transactions, on terms that are fair and reasonable to such Restricted Person and reflected an arm’s length negotiation as determined by the Independent Directors., provided that the foregoing restriction shall not apply to (a) transactions between or among Borrower and any Guarantor or between and among any Guarantors, (b) Dividends permitted by Section 7.7, (c) Permitted Investments, (d) the reasonable and customary director, officer and employee compensation (including bonuses) and other benefits (including retirement, health, stock option and other benefit plans) and indemnification arrangements, (e) Restricted Payments and other payments permitted under Section 6.04the payment of reasonable directors’ fees, (f) employment, incentive, benefit, consulting and severance arrangements entered into (i) loans or advances to employees in the ordinary course of business or (ii) set forth not to exceed $500,000 in Schedule 6.06, in each case, with officers, directors, consultants and employees of the Borrower or its Subsidiariesaggregate at any one time outstanding, (g) the transactions pursuant to the registration of rights or similar agreements set forth in Schedule 6.06 with officers, directors or significant shareholders of Parent or any amendment thereto to the extent such an amendment, taken as a whole, is not adverse to the Lenders in any material respect (as determined in good faith by the Borrower)New Parent, (h) the payment of fees and expenses related to the TransactionsPermitted Tax Distributions, (i) the issuance of Qualified Equity Interests of the Borrower and the granting of registration or other customary rights in connection therewithPermitted Affiliate Leases, (j) the existence of, and the performance by the Borrower or any Subsidiary of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the Borrower) than any of such documents and agreements as in effect on the Closing DatePermitted Affiliated Store Transactions, (k) consulting services any issuance of Equity Interests of any Parent or any New Parent, whichever is then the ultimate parent company, to joint ventures in the ordinary course Affiliates of business such Parent or any New Parent and any other transactions between or among the Borrower, its Subsidiaries and joint ventures in the ordinary course of business, (l) transactions with landlords, customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and not otherwise prohibited by this Agreement, (m) transactions effected as a part Person that is an Affiliate of a Qualified Receivables TransactionRestricted Person solely because such Restricted Person, (n) as the provision of services to directors case may be, owns directly or officers of the Borrower indirectly, an Equity Interest in, or any of its Subsidiaries of the nature provided by the Borrower or any of its Subsidiaries to customers in the ordinary course of business and (o) transactions approved by the Audit Committee of the Board of Directors of the Borrower in accordance with the Borrower’s policy regarding related party transactions in effect from time to timecontrols, such Person.

Transactions with Affiliates. The Borrower Company will not, and will not permit any of its Restricted Subsidiaries to, sell, lease or otherwise transfer any Property to, or purchase, lease or otherwise acquire any Property from, or otherwise engage in any other transactions with, any of its AffiliatesAffiliates involving aggregate payments in excess of $2,500,000, except (a) at prices and on terms and conditions substantially as favorable to the Borrower Company or such Restricted Subsidiary (in the good faith determination of the Borrower) as would could reasonably be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower Company and its Restricted Subsidiaries and any entity that becomes a Restricted Subsidiary as a result of such transaction not involving any other Affiliate, (c) the payment of customary compensation and benefits and reimbursements of out-of-pocket costs to, and the provision of indemnity on behalf of, directors, officers, consultants, employees and members of the Boards of Directors of Holdings, the Borrower Company or such Restricted Subsidiary, (d) loans and advances to officers, directors, consultants and employees in the ordinary course of business, (e) Investments, Restricted Payments and other payments payments, contributions and loans permitted under Section 6.04, 6.05 or 6.06, (f) employment, incentive, benefit, consulting and severance arrangements entered into (i) in the ordinary course of business or (ii) set forth in Schedule 6.06, in each case, with officers, directors, consultants and employees of Holdings, the Borrower Company or its Restricted Subsidiaries, (g) the transactions pursuant to the agreements set forth in Schedule 6.06 6.07 or any amendment thereto to the extent such an amendment, taken as a whole, is not adverse to the Lenders in any material respect (as determined in good faith by the BorrowerCompany), (h) the payment of fees and expenses related to the Transactions, (i) the issuance of Qualified Equity Interests of Holdings or the Borrower Company and the granting of registration or other customary rights in connection therewith, (j) the existence of, and the performance by the Borrower Company or any Restricted Subsidiary of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which is set forth on Schedule 6.066.07, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower Company or any Restricted Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j6.07(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the BorrowerCompany) than any of such documents and agreements as in effect on the Closing Date, (k) consulting services to joint ventures in the ordinary course of business and any other transactions between or among the BorrowerCompany, its Restricted Subsidiaries and joint ventures in the ordinary course of business, (l) transactions with landlords, customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and not otherwise prohibited by this Agreement, (m) transactions effected as a part of a Qualified Receivables Transaction, (n) the provision of services to directors or officers of Holdings, the Borrower Company or any of its Restricted Subsidiaries of the nature provided by the Borrower Company or any of its Restricted Subsidiaries to customers in the ordinary course of business or transactions substantially similar to those that have been disclosed in the Company’s annual proxy statements filed with the SEC and (on) transactions approved by the Audit Committee consummation of the Board of Directors Hawaii Plantation Acquisition and the performance of the Borrower in accordance with Company’s (or the Borrower’s policy regarding related party transactions in effect from time to timeapplicable Subsidiary’s) obligations thereunder.

Transactions with Affiliates. The Borrower No Loan Party will, nor will not, and will not it permit any of its Restricted Subsidiaries to, sell, lease or otherwise transfer any Property property or assets to, or purchase, lease or otherwise acquire any Property property or assets from, or otherwise engage in any other transactions with, any of its AffiliatesAffiliates in each case with a fair market value in excess of $5,000,000, except (a) transactions that are at prices and on terms and conditions substantially conditions, taken as a whole, not less favorable to the Borrower such Loan Party or such Restricted Subsidiary (in the good faith determination of the Borrower) as would reasonably than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower Loan Parties and its their Restricted Subsidiaries and any entity that becomes a Subsidiary as a result of such transaction not involving any other Affiliateotherwise prohibited hereunder, (c) the payment of customary compensation (including bonuses) and benefits and reimbursements of out-of-pocket costs employee benefit arrangements paid to, indemnities provided for the benefit of, and the provision of indemnity on behalf ofemployment and severance arrangements entered into with, directors, officers, consultantsmanagers, consultants or employees and members of the Boards of Directors of Parent, BCF Holdings, the Borrower or such Subsidiary, (d) loans and advances to officers, directors, consultants and employees their Subsidiaries in the ordinary course of business, including in connection with the “Amendment Transactions” (as defined in this Agreement prior to July 29, 2016) and any other transaction permitted hereunder, (d) [Reserved], (e) Restricted Payments and other payments permitted under Section 6.04, (f) employment, incentive, benefit, consulting and severance arrangements entered into (i) in the ordinary course of business or (ii) as set forth on Schedule 6.07, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time in Schedule 6.06, in each case, accordance with officers, directors, consultants and employees the other terms of the Borrower this covenant or its Subsidiaries, (g) the transactions pursuant to the agreements set forth in Schedule 6.06 or any amendment thereto to the extent such an amendment, taken as a whole, is not adverse more disadvantageous to the Lenders Secured Parties in any material respect (taken as determined in good faith by the Borrowera whole), (f) [Reserved], (g) payment of director’s fees, expenses and indemnities, (h) stock option, stock incentive, equity, bonus and other compensation plans of the Loan Parties and their Restricted Subsidiaries, (i) employment contracts with officers, management and consultants of the Loan Parties and their Restricted Subsidiaries, (j) Restricted Payments to the extent specifically permitted under this Agreement, (k) advances and loans to officers and employees of the Loan Parties and their Restricted Subsidiaries to the extent specifically permitted under this Agreement, (l) Investments consisting of notes from officers, directors and employees to purchase equity interests to the extent specifically permitted under this Agreement, (m) payments pursuant to the tax sharing agreements among the Loan Parties and their Restricted Subsidiaries to the extent attributable to the ownership or operations of BCF Holdings and its Restricted Subsidiaries and to the extent permitted under Section 6.06(a)(ii), (n) other transactions with Affiliates specifically permitted under this Agreement (including, without limitation, sale/leaseback transactions, Permitted Dispositions, Restricted Payments, Permitted Investments and Indebtedness), (o) payment of fees and expenses related pursuant to the “Amendment Transactions” (as defined in this Agreement prior to July 29, 2016), and other customary transaction fees payable to any Sponsor or its Affiliates by the Borrower and any Restricted Subsidiaries for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities (i) including in connection with acquisitions or divestitures), which payments are approved by a majority of the issuance disinterested members of Qualified Equity Interests the board of directors of the Borrower and the granting of registration or other customary rights in connection therewithgood faith, (jp) the existence of, transactions between and the performance by among the Borrower or any Subsidiary of and its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to Subsidiaries which it is a party on the Closing Date and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the Borrower) than any of such documents and agreements as in effect on the Closing Date, (k) consulting services to joint ventures are in the ordinary course of business and any other transactions between or among the Borrower, Parent and its Subsidiaries and joint ventures in the ordinary course of business, (l) transactions with landlords, customers, clients, suppliers, joint venture partners direct or purchasers or sellers of goods and services, in each case indirect shareholders in the ordinary course of business with respect to the Capital Stock of Parent (or any direct or indirect parent entity), such as shareholder agreements, registration agreements and not otherwise prohibited by this Agreementincluding providing expense reimbursement and indemnities in respect thereof, (mq) transactions effected as a part of a Qualified Receivables Transaction, (n) any transaction between or among the provision of services to directors Borrower or officers any Restricted Subsidiary and any Affiliate of the Borrower or any of its Subsidiaries of a joint venture or similar entity that would constitute an Affiliate transaction solely because the nature provided by Borrower or a Restricted Subsidiary owns Capital Stock in or otherwise controls such Affiliate, joint venture or similar entity, and (r) transactions in which the Borrower or any of its Subsidiaries Restricted Subsidiary, as the case may be, delivers to customers in the ordinary course of business and (o) transactions approved by the Audit Committee of the Board of Directors of Administrative Agent a letter from an independent financial advisor stating that such transaction is fair to the Borrower in accordance with or such Restricted Subsidiary from a financial point of view or meets the Borrower’s policy regarding related party transactions in effect from time to timerequirements of clause (a) of this Section 6.07.

Transactions with Affiliates. The Borrower will not, Each of the Company and any Restricted Subsidiary will not permit enter into any transaction or series of related transactions with any Affiliate of the Company or any of its Subsidiaries toSubsidiaries, sell, lease or otherwise transfer any Property to, or purchase, lease or otherwise acquire any Property from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) at prices and than on terms and conditions substantially as not less favorable to the Borrower Company or such Restricted Subsidiary (in the good faith determination of the Borrower) as would reasonably be obtained on an by the Company or such Restricted Subsidiary at that time in a comparable arm’s-length basis from unrelated third partiestransaction with a Person other than an Affiliate, except: (bi) Restricted Payments may be paid to the extent provided in Section 10.03; (ii) loans and other transactions between or among the Borrower and its Subsidiaries Company and any entity that becomes a Restricted Subsidiary as a result of such transaction not involving (and any other Affiliate, Parent Company) may be made to the extent otherwise expressly permitted under Section 10; (ciii) customary fees and indemnification (including the payment of customary compensation and benefits and reimbursements reimbursement of out-of-pocket costs toexpenses) may be paid to directors of the Company and any Subsidiary; (iv) the Company and any Subsidiary may enter into, and the provision of indemnity on behalf ofmay make payments under, directorsemployment agreements, employee benefits plans, stock option plans, indemnification provisions, stay bonuses, severance and other similar compensatory arrangements with officers, consultants, employees and members directors of the Boards of Directors of the Borrower or such Subsidiary, (d) loans Company and advances to officers, directors, consultants and employees any Restricted Subsidiary in the ordinary course of business, ; (e) Restricted Payments and other payments permitted under Section 6.04, (f) employment, incentive, benefit, consulting and severance arrangements entered into (i) in the ordinary course of business or (ii) set forth in Schedule 6.06, in each case, with officers, directors, consultants and employees of the Borrower or its Subsidiaries, (g) the transactions pursuant to the agreements set forth in Schedule 6.06 or any amendment thereto to the extent such an amendment, taken as a whole, is not adverse to the Lenders in any material respect (as determined in good faith by the Borrower), (h) the payment of fees and expenses related to the Transactions, (i) the issuance of Qualified Equity Interests of the Borrower and the granting of registration or other customary rights in connection therewith, (j) the existence of, and the performance by the Borrower or any Subsidiary of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(jv) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the Borrower) than any of such documents and agreements as in effect on the Closing Date, (k) consulting services to joint ventures in the ordinary course of business and any other transactions between or among the Borrower, its Subsidiaries and joint ventures in the ordinary course of business, (l) transactions with landlords, customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and not otherwise prohibited by this Agreement, transactions between or among the Company and any Restricted Subsidiary shall be permitted (mincluding equity issuances); (vi) transactions effected as a part with any Person (other than an Unrestricted Subsidiary) that is an Affiliate by reason of a Qualified Receivables Transaction, the ownership by the Company or its Restricted Subsidiaries in the Equity Interest of such Person; (nvii) the provision of services to directors or officers of by the Borrower Company or any of its Restricted Subsidiaries of the nature provided by the Borrower or any of its Subsidiaries to customers in the ordinary course of business administrative and other services, including, without limitation, any accounting, legal, treasury, credit and cash management, management, marketing, sales, labor, customer relations, indemnification, logistics, human resources, tax, insurance and procurement services, to Unrestricted Subsidiaries; and (oviii) transactions approved any Investment permitted by the Audit Committee of the Board of Directors of the Borrower in accordance with the Borrower’s policy regarding related party transactions in effect from time to timeSection 10.05.

Transactions with Affiliates. The Borrower No Credit Agreement Party will, nor will not, and will not permit any of its Subsidiaries to, sell, lease enter into any transaction or otherwise transfer series of transactions with any Property to, Affiliate of the U.S. Borrower or purchase, lease or otherwise acquire any Property from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) at prices Subsidiaries other than in the ordinary course of business and on terms and conditions substantially as favorable to the Borrower such Credit Agreement Party or such Subsidiary (in the good faith determination of the Borrower) as would be reasonably expected to be obtained on an obtainable by such Credit Agreement Party or such Subsidiary at the time in a comparable arm’s-length basis from unrelated third parties, transaction with a Person other than an Affiliate; provided that the following shall in any event be permitted: (bi) the Transaction; (ii) intercompany transactions between or among the U.S. Borrower and its Subsidiaries to the extent expressly permitted by Sections 9.02, 9.04, 9.05 and any entity that becomes a Subsidiary as a result of such transaction not involving any other Affiliate, 9.06; (ciii) the payment of consulting or other fees to the U.S. Borrower by any of its Subsidiaries in the ordinary course of business; (iv) customary compensation and benefits and reimbursements of outfees to non-of-pocket costs to, and the provision of indemnity on behalf of, directors, officers, consultants, employees and members officer directors of the Boards U.S. Borrower and its Subsidiaries; (v) the U.S. Borrower and its Subsidiaries may enter into the employment arrangements with respect to the procurement of Directors of the Borrower or such Subsidiary, (d) loans and advances to officers, directors, consultants services with their respective officers and employees in the ordinary course of business, ; (evi) Restricted Payments and other payments permitted under Section 6.04, (f) employment, incentive, benefit, consulting and severance arrangements entered into (i) in Dividends may be paid by the ordinary course of business or (ii) set forth in Schedule 6.06, in each case, with officers, directors, consultants and employees of the U.S. Borrower or its Subsidiaries, (g) the transactions pursuant to the agreements set forth in Schedule 6.06 or any amendment thereto to the extent such an amendment, taken as a whole, is not adverse to the Lenders in any material respect permitted by Section 9.06; (as determined in good faith by the Borrower), (hvii) the payment of customary fees and expenses related to the Transactions, (i) the issuance of Qualified Equity Interests of the Borrower and the granting of registration or other customary rights in connection therewith, (j) the existence of, and the performance by the Borrower or any Subsidiary of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(jexcluding management fees) to the extent not more adverse to Agents and their Affiliates for services rendered (including, without limitation, any underwriting discounts and commissions); (viii) transactions between the interest U.S. Borrower and/or any of its Subsidiaries and their respective Affiliates listed on Schedule XIV hereto; and (ix) the California Disposition and any loan of all or a portion of the Lenders in any material respect when taken Net Sale Proceeds therefrom to an Affiliate of the U.S. Borrower, so long as a whole (and only so long as) such transactions would not (in the good faith determination absence of the Borrowerthis clause (ix) than any of and, for such documents and agreements as in effect on the Closing Datepurpose, (k) consulting services to joint ventures assuming same were in the ordinary course of business and any other transactions between or among the Borrower, its Subsidiaries and joint ventures in the “ordinary course of business”) give rise to a violation of this Section 9.07. In no event shall any management, (l) transactions with landlords, customers, clients, suppliers, joint venture partners consulting or purchasers similar fee be paid or sellers of goods and services, in each case in the ordinary course of business and not otherwise prohibited by this Agreement, (m) transactions effected as a part of a Qualified Receivables Transaction, (n) the provision of services to directors or officers of the Borrower or any of its Subsidiaries of the nature provided payable by the U.S. Borrower or any of its Subsidiaries to customers any Affiliate (other than any other Credit Party), except as specifically provided in the ordinary course of business and (o) transactions approved by the Audit Committee of the Board of Directors of the Borrower in accordance with the Borrower’s policy regarding related party transactions in effect from time to timethis Section 9.07.

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease (a) Sell or otherwise transfer any Property property or assets to, or purchase, lease purchase or otherwise acquire any Property property or assets from, or otherwise engage in any other transactions transaction with, any of its AffiliatesAffiliates (other than Parent, except and the Subsidiaries or any person that becomes a Subsidiary as a result of such transaction) in a transaction (or series of related transactions) involving aggregate consideration in excess of $25,000,000 unless such transaction is (i) otherwise permitted (or required) under this Agreement; or (ii) upon terms that are substantially no less favorable to Parent or such Subsidiary, as applicable, than would be obtained in a comparable arm’s-length transaction with a person that is not an Affiliate, as determined by the Board of Directors of Parent or such Subsidiary in good faith. (b) The foregoing clause (a) at prices and on terms and conditions substantially as favorable shall not prohibit, to the Borrower extent otherwise permitted under this Agreement, (i) any issuance of securities, or such Subsidiary other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, equity purchase agreements, stock options and stock ownership plans approved by the Board of Directors of Parent, (in the good faith determination of the Borrowerii) as would reasonably be obtained on an arm’s-length basis from unrelated third parties, [reserved], (biii) transactions between among Parent or among the Borrower and its Subsidiaries and any Subsidiary or any entity that becomes a Subsidiary as a result of such transaction not involving any other Affiliate(including via merger, consolidation or amalgamation in which Parent or a Subsidiary is the surviving entity), (civ) the payment of customary compensation and benefits and reimbursements of fees, reasonable out-of-pocket costs to, and the provision of indemnity on behalf of, indemnities to directors, officers, consultants, employees and members of the Boards of Directors of the Borrower or such Subsidiary, (d) loans and advances to officers, directors, consultants and employees of Parent and the Subsidiaries in the ordinary course of business, (v) (A) the Transactions (including the payment of all fees, expenses, bonuses and awards relating thereto) and any transactions pursuant to the Transaction Documents and (B) permitted transactions, agreements and arrangements in existence or committed, or anticipated to exist in the future, on the Signing Date and set forth on Schedule 6.07 (as such schedule may be supplemented prior to the Spinoff Date with respect to any such transactions existing or committed, or anticipated to exist in the future, on the Spinoff Date to the extent reasonably acceptable to the Administrative Agent), and, in each case, any amendment thereto or replacement thereof or similar arrangement to the extent such amendment, replacement or arrangement is not adverse to the Lenders when taken as a whole in any material respect (as determined by the Borrower Representative in good faith), (vi) (A) any employment agreements entered into by Parent or any of the Subsidiaries in the ordinary course of business, (eB) any subscription agreement or similar agreement pertaining to the repurchase of Equity Interests pursuant to put/call rights or similar rights with employees, officers or directors, and (C) any employee compensation, benefit plan or arrangement, any health, disability or similar insurance plan which covers employees, and any reasonable employment contract and transactions pursuant thereto, (vii) Restricted Payments permitted under Section 6.06 and other payments Investments permitted under Section 6.04 (viii) transactions for the purchase or sale of goods, (f) employmentequipment, incentiveproducts, benefit, consulting parts and severance arrangements services entered into (i) in the ordinary course of business business, (ix) any transaction in respect of which the Borrower Representative delivers to the Administrative Agent a letter addressed to the Board of Directors of Parent from an accounting, appraisal or (ii) set forth in Schedule 6.06investment banking firm, in each case, with officers, directors, consultants and employees case of the Borrower or its Subsidiaries, (g) the transactions pursuant to the agreements set forth in Schedule 6.06 or any amendment thereto to the extent such an amendment, taken as a whole, nationally recognized standing that is not adverse to the Lenders in any material respect (as determined in good faith by the Borrower), (h) the payment of fees and expenses related to the Transactions, (i) the issuance of Qualified Equity Interests of the Borrower and the granting of registration or other customary rights in connection therewith, (j) the existence of, and the performance by the Borrower or any Subsidiary of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the BorrowerParent qualified to render such letter, which letter states that (i) such transaction is on terms that are substantially no less favorable to Parent or such Subsidiary, as applicable, than any would be obtained in a comparable arm’s-length transaction with a person that is not an Affiliate or (ii) such transaction is fair to Parent or such Subsidiary, as applicable, from a financial point of such documents and agreements as in effect on the Closing Date, view, (kx) consulting services to transactions with joint ventures in for the ordinary course purchase or sale of business goods, equipment, products, parts and any other transactions between or among the Borrower, its Subsidiaries and joint ventures services entered into in the ordinary course of business, (xi) transactions pursuant to any Qualified Receivables Facility, (xii) transactions between Parent or any of the Subsidiaries and any person, a director of which is also a director of Parent; provided, however, that (A) such director abstains from voting as a director of Parent on any matter involving such other person and (B) such person is not an Affiliate of Parent for any reason other than such director’s acting in such capacity, (xiii) transactions permitted by, and complying with, the provisions of Section 6.05 (other than Section 6.05(m)), (xiv) intercompany transactions undertaken in good faith (as certified by a Responsible Officer of the Borrower Representative) for the purpose of improving the consolidated Tax efficiency of Parent and the Subsidiaries and not for the purpose of circumventing any covenant set forth herein, (xv) payments, loans (or cancellation of loans) or advances to employees or consultants that are (i) approved by a majority of the Disinterested Directors of Parent in good faith, (lii) made in compliance with applicable law and (iii) otherwise permitted under this Agreement, (xvi) transactions with landlords, customers, clients, clients or suppliers, joint venture partners or purchasers or sellers of goods and or services, in each case in the ordinary course of business and not otherwise prohibited by this Agreement, that are fair to Parent or the Subsidiaries, (mxvii) transactions effected as a part of a Qualified Receivables Transactionwith JCI, (n) New JCI or their Affiliates related to the provision of services to directors and facilities for the operation, servicing and storage of their respective aircraft (owned or officers of the Borrower or any of its Subsidiaries of the nature provided by the Borrower or any of its Subsidiaries to customers in the ordinary course of business and (o) transactions approved by the Audit Committee of the Board of Directors of the Borrower in accordance with the Borrower’s policy regarding related party transactions in effect from time to timeleased).

Transactions with Affiliates. The Borrower will Issuer shall not, and will not nor shall it permit any of its Restricted Subsidiaries to, sellenter into any transaction (including the purchase, sale, lease or otherwise transfer exchange of any Property to, property or purchase, lease or otherwise acquire the rendering of any Property from, or otherwise engage service) involving payment in excess of $1,200,000 in any other transactions withindividual transaction (it being understood that the threshold set forth above shall not apply to exempt more than $6,000,000 of payments (excluding, for the avoidance of doubt, any payment permitted in reliance on the proviso below) from the application of its Affiliatesthis Section 6.09) with any of their respective Affiliates on terms that are less favorable to the Issuer or such Restricted Subsidiary, except as the case may be (as reasonably determined by the Issuer), than those that might be obtained at the time in a comparable arm’s-length transaction from a Person who is not an Affiliate; provided that the foregoing restriction shall not apply to: (a) at prices and on terms and conditions substantially as favorable to the Borrower or such Subsidiary (in the good faith determination of the Borrower) as would reasonably be obtained on an arm’s-length basis from unrelated third parties, (b) transactions any transaction between or among the Borrower and its Issuer and/or one or more Restricted Subsidiaries and and/or Affiliated Practices (or any entity that becomes a Restricted Subsidiary or Affiliated Practice as a result of such transaction transaction) to the extent permitted or not involving restricted by this Agreement; (b) any issuance, sale or grant of securities or other Affiliatepayments, 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 Issuer or any Restricted Subsidiary; (i) any collective bargaining, employment or severance agreement or compensatory (including profit sharing) arrangement entered into by the Issuer 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, (cii) 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) transactions 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 6.01(d), (o) and (ee), 6.04 and 6.06(h), (m), (o), (t), (v), (y), (z) and (aa) and (ii) issuances of Capital Stock and issuances and incurrences of Indebtedness not 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 Purchasers or (ii) more disadvantageous to the Purchasers than the relevant transaction in existence on the Closing Date; (f) the payment of all indemnification obligations owed to any Investor and any of their respective directors, officers, members of management, managers, employees and consultants, and (ii) the payment or reimbursement of all expenses owed to any Investor and any of their respective directors, officers, members of management, managers, employees and consultants, whether currently due or paid in respect of accruals from prior periods, provided that the aggregate amount of expenses that may be paid in any Fiscal Year in reliance on this clause (f)(ii) shall not exceed $500,000; (g) the Transactions, including the payment of Transaction Costs; (h) [reserved]; (i) Guarantees permitted by Section 6.01 or Section 6.06; (j) transactions among the Issuer, its Restricted Subsidiaries and/or any Affiliated Practice that are otherwise permitted (or not restricted) under this Article 6; (k) the payment of customary compensation fees and benefits and reimbursements of reasonable out-of-pocket costs to, and the provision of indemnity indemnities provided on behalf of, directorsmembers of the board of directors (or similar governing body), officers, consultantsemployees, employees and members of the Boards of Directors of the Borrower or such Subsidiarymanagement, (d) loans and advances to officers, directorsmanagers, consultants and independent contractors of the Issuer and/or any of its Restricted Subsidiaries 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 operations of the Issuer or its subsidiaries; (l) transactions with customers, clients, suppliers, joint ventures, purchasers or sellers of goods or services or providers of employees or other labor entered into in the ordinary course of business, (e) Restricted Payments and other payments permitted under Section 6.04, (f) employment, incentive, benefit, consulting and severance arrangements entered into which are (i) fair to the Issuer and/or its applicable Restricted Subsidiary in the good faith determination of the board of directors (or similar governing body) of the Issuer or the senior management thereof or (ii) on terms at least as favorable as might reasonably be obtained from a Person other than an Affiliate; (m) the payment of reasonable out-of-pocket costs and expenses related to registration rights and customary indemnities provided to shareholders under any shareholder agreement; (n) [reserved]; (o) [reserved]; (p) any transaction consummated in connection with any Permitted Practice Subsidiary Restructuring; (q) any transaction (or series of related transactions) approved by a majority of the disinterested directors (or members of any similar governing body) of the Issuer; (r) any investment by any Investor or Parent Company in securities or Indebtedness of the Issuer and/or any Guarantor; (s) any payment to or from, and/or any transaction with, any joint venture in the ordinary course of business or consistent with past practice, industry practice or industry norms (including, any cash management activity related thereto); (t) the Transactions and the incurrence of any Indebtedness hereunder; and (u) (i) any Investment by any Affiliate in the Notes, loans, securities or other Indebtedness of the Issuer 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 Issuer or such Restricted Subsidiary generally to other investors on the same or more favorable terms and (ii) set forth payments and/or distributions to Affiliates in Schedule 6.06respect of the Notes, loans, securities or Indebtedness of the Issuer or any Restricted Subsidiary in connection with the securities and other Indebtedness contemplated in the foregoing subclause (i) or that were acquired from Persons other than the Issuer and the Restricted Subsidiaries, in each case, with officers, directors, consultants and employees of the Borrower or its Subsidiaries, (g) the transactions pursuant to the agreements set forth in Schedule 6.06 or any amendment thereto to the extent such an amendment, taken as a whole, is not adverse to the Lenders in any material respect (as determined in good faith by the Borrower), (h) the payment of fees and expenses related to the Transactions, (i) the issuance of Qualified Equity Interests of the Borrower and the granting of registration or other customary rights in connection therewith, (j) the existence of, and the performance by the Borrower or any Subsidiary of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the Borrower) than any of such documents and agreements as in effect on the Closing Date, (k) consulting services to joint ventures in the ordinary course of business and any other transactions between or among the Borrower, its Subsidiaries and joint ventures in the ordinary course of business, (l) transactions with landlords, customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and not otherwise prohibited by this Agreement, (m) transactions effected as a part of a Qualified Receivables Transaction, (n) the provision of services to directors or officers of the Borrower or any of its Subsidiaries of the nature provided by the Borrower or any of its Subsidiaries to customers in the ordinary course of business and (o) transactions approved by the Audit Committee of the Board of Directors of the Borrower in accordance with the Borrower’s policy regarding related party transactions in effect from time to timeterms of such securities or Indebtedness.

Transactions with Affiliates. The Borrower will Each Credit Party shall not, and will shall not permit any of its Subsidiaries Subsidiary to, sell, lease directly or otherwise transfer any Property to, or indirectly: (a) purchase, acquire or lease or otherwise acquire any Property property from, or otherwise engage in sell, transfer or lease any other transactions withproperty to, any of its Affiliatesofficer, except (a) at prices and on terms and conditions substantially as favorable to the Borrower employee, shareholder, director, agent or such Subsidiary (in the good faith determination of the Borrower) as would reasonably be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its Subsidiaries and any entity that becomes a Subsidiary as a result of such transaction not involving any other Affiliate, except in the ordinary course of and pursuant to the reasonable requirements of such Borrower’s, Guarantor’s or Subsidiary’s business (cas the case may be) and upon fair and reasonable terms no less favorable to such Borrower, Guarantor or Subsidiary than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate, except, that (i) in the case of such transactions between Credit Parties, then upon fair and reasonable terms consistent with the current practices of such Credit Parties as of the date hereof, (ii) in the case of sales of property by Credit Parties to the Business Enterprises referred to in Section 6.5(n), upon fair and reasonable terms no more favorable than such Business Enterprises would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate and (iii) the payment Borrower may sell its Capital Stock to the Flexi-Trust in accordance with the Flexi-Trust Agreement; or (b) make any payments of customary management, consulting or other fees for management or similar services, or of any Indebtedness owing to any officer, employee, shareholder, director or any other Affiliate of any Credit Party except (i) compensation and benefits and reimbursements of out-of-pocket costs to, and the provision of indemnity on behalf of, directors, to officers, consultants, employees and members of the Boards of Directors of the Borrower directors for services rendered to such a Credit Party or such Subsidiary, (d) loans and advances to officersas the case may be, directors, consultants and employees in the ordinary course of business, (eii) Restricted Payments and payments by a Credit Party to any other payments Credit Party in respect of Indebtedness arising pursuant to loans made by a Credit Party to the extent such Indebtedness is permitted under Section 6.046.1 hereof, and (fiii) employmentpayments by the Guarantors to the Borrower for actual and necessary reasonable out-of-pocket legal and accounting, incentiveinsurance, benefitmarketing, consulting payroll and severance arrangements entered into (i) similar types of services paid for by the Borrower on behalf of the other Credit Parties and their Subsidiaries in the ordinary course of business their respective businesses or (ii) set forth in Schedule 6.06, in each case, with officers, directors, consultants and employees of as the same may be directly attributable to the Borrower or its Subsidiaries, (g) the transactions pursuant to the agreements set forth in Schedule 6.06 or any amendment thereto to the extent such an amendment, taken as a whole, is not adverse to the Lenders in any material respect (as determined in good faith by the Borrower), (h) the payment of fees and expenses related to the Transactions, (i) the issuance of Qualified Equity Interests of the Borrower and the granting of registration or other customary rights in connection therewith, (j) the existence of, and the performance by the Borrower or any Subsidiary of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the Borrower) than any of such documents and agreements as in effect on the Closing Date, (k) consulting services to joint ventures in the ordinary course of business and any other transactions between or among the Borrower, its Subsidiaries and joint ventures in the ordinary course of business, (l) transactions with landlords, customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and not otherwise prohibited by this Agreement, (m) transactions effected as a part of a Qualified Receivables Transaction, (n) the provision of services to directors or officers of the Borrower or any of its Subsidiaries of the nature provided by the Borrower or any of its Subsidiaries to customers in the ordinary course of business and (o) transactions approved by the Audit Committee of the Board of Directors of the Borrower in accordance with the Borrower’s policy regarding related party transactions in effect from time to timeCredit Party.

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any Property property or assets to, or purchase, lease or otherwise acquire any Property property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions substantially as not less favorable to the Borrower or such Subsidiary (in the good faith determination of the Borrower) as would reasonably than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly owned Subsidiaries and any entity that becomes a Subsidiary as a result of such transaction not involving any other Affiliate, (c) the payment of customary compensation and benefits and reimbursements of out-of-pocket costs to, and the provision of indemnity on behalf of, directors, officers, consultants, employees and members of the Boards of Directors of the Borrower or such Subsidiary, (d) loans and advances to officers, directors, consultants and employees in the ordinary course of businessbusiness consistent with past practices for the provision of general and customary corporate services, (d) any Restricted Payment permitted by Section 6.07, (e) Restricted Payments and other payments any Investment permitted under Section 6.04, (f) employmentpayments to or from, incentiveand transactions with, benefit, consulting and severance arrangements entered into joint ventures (ito the extent any such joint venture is an Affiliate solely as a result of Investments by the Borrower or any Subsidiary in such joint venture) in the ordinary course of business or (ii) set forth in Schedule 6.06, in each case, with officers, directors, consultants and employees of to the Borrower or its Subsidiariesextent otherwise permitted under Section 6.04, (g) the transactions pursuant to agreements, instruments or arrangements in existence on the agreements Restatement Effective Date and set forth in Schedule 6.06 or any amendment thereto to the extent such an amendment, taken as a whole, amendment is not adverse to the Lenders in any material respect (as determined in good faith by the Borrower)or could otherwise reasonably be expected to have a Material Adverse Effect, (h) the payment of fees and expenses related to the TransactionsPermitted Receivables Facilities with Receivables Entities, (i) the issuance of Qualified Equity Interests of the Borrower employment and the granting of registration or other customary rights in connection therewith, (j) the existence of, and the performance by the Borrower or any Subsidiary of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders agreement severance arrangements (including any registration rights agreement or purchase agreement related theretostock option plans, restricted stock agreements and employee benefit plans and arrangements) to which it is a party on the Closing Date with their respective officers and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the Borrower) than any of such documents and agreements as in effect on the Closing Date, (k) consulting services to joint ventures in the ordinary course of business and any other transactions between or among the Borrower, its Subsidiaries and joint ventures employees in the ordinary course of business, (lj) transactions with landlordspayment of customary fees and reasonable out of pocket costs to, customersand indemnities for the benefit of, clientsdirectors, suppliers, joint venture partners or purchasers or sellers officers and employees of goods the Borrower and services, in each case its Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and not otherwise prohibited by this Agreementits Subsidiaries, (mk) transactions effected as any transaction that is approved by a part majority of a Qualified Receivables Transaction, (n) the provision disinterested directors of services to the board of directors or officers of the Borrower or any of its Subsidiaries of the nature provided by the Borrower or any of its Subsidiaries to customers such Subsidiary, as applicable, and (l) transactions in the ordinary course of business and (o) transactions approved in connection with reinsuring the self-insurance programs or other similar forms of retained insurable risks of the business operated by the Audit Committee of the Board of Directors of the Borrower in accordance with the Borrower’s policy regarding related party transactions in effect from time to time, its Subsidiaries and its Affiliates.

Transactions with Affiliates. The Borrower will (1) Each Project Guarantor shall not, and will each Project Guarantor shall take all Relevant Member Action, subject to the proviso at the end of Article VII, to cause each of the Project Companies not permit any of its Subsidiaries to, selldirectly or indirectly, lease enter into any transaction of any kind with any Affiliate of the Borrower, whether or otherwise transfer any Property tonot in the ordinary course of business, or purchase, lease or otherwise acquire any Property from, or otherwise engage in any other transactions with, any of its Affiliates, except than (a) at prices Restricted Payments permitted under Section 7.06(1) and on terms (b) Tax Equity Transaction Documents. (2) The Borrower and conditions substantially as favorable to the Operating Guarantors shall not, and the Borrower and each Operating Guarantor shall cause each of the Other Subsidiaries not to, directly or such Subsidiary (in the good faith determination indirectly, enter into any transaction of any kind with any Affiliate of the Borrower) as would reasonably be obtained on an arm’s-length basis from unrelated third parties, whether or not in the ordinary course of business, other than (ba) transactions between or among the Borrower and its Borrower, the Operating Guarantors and/or the Other Subsidiaries and or any entity that becomes a Subsidiary as a result of such transaction, (b) on terms substantially as favorable to the Borrower or such Operating Guarantor as would be obtainable by the Borrower or such Operating Guarantor at the time in a comparable arm’s-length transaction not involving any with a Person other than an Affiliate, (c) the payment of customary compensation and benefits and reimbursements of out-of-pocket costs to, and the provision of indemnity on behalf of, directors, officers, consultants, employees and members of the Boards of Directors of the Borrower or such SubsidiaryRestricted Payments permitted under Section 7.06(2), (d) loans and advances other transactions among the Borrower, the Operating Guarantors and the other Subsidiaries to officersthe extent otherwise permitted under this Article VII, directors(e) employment and severance arrangements between the Borrower, consultants the Operating Guarantors, the Other Subsidiaries and their respective officers and employees in the ordinary course of business, (e) Restricted Payments business and other payments permitted under Section 6.04, (f) employment, incentive, benefit, consulting transactions pursuant to stock option plans and severance employee benefit plans and arrangements entered into (i) in the ordinary course of business or business, [(iif) set forth in Schedule 6.06, in each case, with officers, directors, consultants and employees of the Borrower or its Subsidiaries, intentionally omitted,] (g) the transactions pursuant to agreements in existence on the agreements Closing Date and set forth in on Schedule 6.06 7.08(2)(g) or any amendment thereto to the extent such an amendment, taken as a whole, amendment is not adverse to the Lenders in any material respect (as determined in good faith by the Borrower)respect, (h) the payment of fees and expenses related to the Transactions, [intentionally omitted,] (ij) [intentionally omitted,] (k) the issuance or transfer of Qualified Equity Interests (other than Disqualified Equity Interests) in Parent to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any Affiliate of any of the Borrower and the granting of registration or other customary rights in connection therewith, (jforegoing) the existence of, and the performance by the Borrower or any Subsidiary of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the Borrower) than , any of such documents its Subsidiaries or any direct or indirect parent thereof and agreements (l) subject to the restrictions set forth in Section 7.06(3), the Sponsor Advisory Engagement Letter and the Sponsor Indemnification Agreement, in each case, as in effect on the Closing DateJuly 8, (k) consulting services to joint ventures in the ordinary course of business and any other transactions between or among the Borrower, its Subsidiaries and joint ventures in the ordinary course of business, (l) transactions with landlords, customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and not otherwise prohibited by this Agreement, (m) transactions effected as a part of a Qualified Receivables Transaction, (n) the provision of services to directors or officers of the Borrower or any of its Subsidiaries of the nature provided by the Borrower or any of its Subsidiaries to customers in the ordinary course of business and (o) transactions approved by the Audit Committee of the Board of Directors of the Borrower in accordance with the Borrower’s policy regarding related party transactions in effect from time to time2013.

Transactions with Affiliates. The Borrower No Loan Party will, nor will not, and will not it permit any of its Subsidiaries Subsidiary to, sell, lease or otherwise transfer any Property assets to, or purchase, lease or otherwise acquire any Property assets from, or otherwise engage in any other transactions with, any of its Affiliates, except except: (a) transactions that are at prices and on terms and conditions at least substantially as favorable to the Borrower Company or such Subsidiary (or, in the good faith determination case of the Borrowera transaction between a Loan Party and a non-Loan Party, at least substantially as favorable to such Loan Party) as would reasonably those that could be obtained on an at the time in a comparable arm’s-length basis from unrelated third parties, transaction with a Person that is not an Affiliate; (b) transactions between or among the Borrower Company and its Subsidiaries and the other Loan Parties or any entity Person that becomes a Subsidiary Loan Party as a result of or in connection with such loan or other transaction to the extent permitted hereunder and not involving any other Affiliate, ; (c) (i) transactions between or among Subsidiaries that are not Loan Parties and not involving any other Affiliate and (ii) transactions between any Loan Party and any Subsidiary that is not a Loan Party to the extent permitted hereunder; (d) any Investment (including loans or advances to employees) permitted under Section 6.04; (e) the payment of reasonable fees to directors of the Company or any Subsidiary who are not employees of the Company or any Subsidiary; (f) compensation, expense reimbursement and indemnification of, and other employment arrangements (including severance arrangements and health, disability and similar insurance or benefit plans) with, directors, officers, managers, employees and consultants of the Company or any Subsidiary entered into in the ordinary course of business and transactions pursuant to equity-based plans and employee benefit plans and arrangements in the ordinary course of business; (g) any Restricted Payment permitted by Section 6.09; (h) any issuance or sale of Equity Interests to, and any repurchase, retirement, redemption or other acquisition or retirement of Equity Interests owned by, Affiliates to the extent not prohibited under this Agreement; (i) any payments or other transactions pursuant to any tax sharing agreement among the Loan Parties and their subsidiaries; provided that, any such tax sharing agreement is on arm’s-length terms usual and customary for agreements of that type; (j) the consummation of the Transactions and the payment of the Transaction Costs; (k) the payment of customary compensation fees and benefits and reimbursements reasonable out of out-of-pocket costs to, and the provision of indemnity indemnities provided on behalf of, directors, officers, consultantsmanagers, employees and members consultants of the Boards of Directors of the Borrower Company or such Subsidiary, (d) loans and advances to officers, directors, consultants and employees in the ordinary course of business, (e) Restricted Payments and other payments permitted under Section 6.04, (f) employment, incentive, benefit, consulting and severance arrangements entered into (i) any Subsidiary in the ordinary course of business to the extent attributable to the ownership or (ii) set forth in Schedule 6.06, in each case, with officers, directors, consultants and employees operation of the Borrower or Company and its Subsidiaries, ; (gl) the transactions pursuant to agreements in existence on the agreements Effective Date and set forth in on Schedule 6.06 6.08 or any amendment thereto to the extent such an amendment, taken as a whole, amendment is not adverse to the Lenders in any material respect respect; (m) a joint venture which would constitute a transaction with an Affiliate solely as determined in good faith by the Borrower), (h) the payment of fees and expenses related to the Transactions, (i) the issuance of Qualified Equity Interests a result of the Borrower and the granting of registration or other customary rights in connection therewith, (j) the existence of, and the performance by the Borrower Company or any Subsidiary of its obligations under the terms ofowning an equity interest or otherwise controlling such joint venture or similar entity; (n) transactions with joint ventures, any limited liability company agreementcustomers, limited partnership or other organizational document or securityholders agreement suppliers, contractors, joint venture partners (including any registration rights agreement physicians) or purchase agreement related thereto) to purchasers or sellers of goods or services, in each case which it is a party on the Closing Date and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the Borrower) than any of such documents and agreements as in effect on the Closing Date, (k) consulting services to joint ventures 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 Company or its applicable Subsidiaries in the reasonable determination of the board of directors, chief executive officer or chief financial officer of the Company 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; (o) existing Indebtedness and any other transactions obligations otherwise permitted hereunder pursuant to an agreement existing on the Effective Date as set forth on Schedule 6.01, as such agreement may be amended pursuant to Section 6.01; and (p) any lease or sublease entered into between the Company or among the Borrowerany Subsidiary, its Subsidiaries as lessee, and joint ventures in the ordinary course of business, (l) transactions with landlords, customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and not otherwise prohibited by this Agreement, (m) transactions effected as a part of a Qualified Receivables Transaction, (n) the provision of services to directors or officers any Affiliate of the Borrower Company, as lessor or any of its Subsidiaries sublessor, which is approved by a majority of the nature provided by the Borrower or any of its Subsidiaries to customers in the ordinary course of business and (o) transactions approved by the Audit Committee disinterested members of the Board board of Directors directors of the Borrower Company in accordance with the Borrower’s policy regarding related party transactions in effect from time to timegood faith.

Transactions with Affiliates. The Borrower will notEnter into, and will not renew, extend or be a party to, or permit any of its Subsidiaries to enter into, renew, extend or be a party to, sellany transaction or series of related transactions (including, lease or otherwise transfer any Property towithout limitation, or the purchase, lease sale, lease, transfer or otherwise acquire exchange of property or assets of any Property from, kind or otherwise engage in the rendering of services of any other transactions with, kind) with any of its AffiliatesAffiliate, except (ai) at prices as necessary or desirable for the prudent operation of its business and on terms and conditions substantially as no less favorable to the Borrower it or such Subsidiary (in the good faith determination of the Borrower) as would reasonably be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its Subsidiaries and any entity than would be obtainable in a comparable arm’s length transaction with a Person that becomes a Subsidiary as a result of such transaction is not involving any other Affiliatean Affiliate thereof, (c) the payment of customary compensation and benefits and reimbursements of out-of-pocket costs to, and the provision of indemnity on behalf of, directors, officers, consultants, employees and members of the Boards of Directors of the Borrower or such Subsidiary, (d) loans and advances to officers, directors, consultants and employees in the ordinary course of business, (e) Restricted Payments and other payments permitted under Section 6.04, (f) employment, incentive, benefit, consulting and severance arrangements entered into (i) in the ordinary course of business or (ii) set forth in Schedule 6.06, in each case, transactions (x) with officers, directors, consultants another Loan Party and employees of the Borrower or its Subsidiaries(y) between Subsidiaries that are not Loan Parties, (giii) the transactions pursuant to the agreements set forth in Schedule 6.06 or any amendment thereto to the extent such an amendment, taken as a whole, is not adverse to the Lenders in any material respect (as determined in good faith by the Borrower)expressly permitted under this Agreement, (hiv) the payment of fees and expenses related to the Transactions, (i) the issuance sales or issuances of Qualified Equity Interests of the Borrower to Affiliates of the Borrower not otherwise prohibited by the Loan Documents and the granting of registration or and other customary rights in connection therewith, (jv) the existence ofpayment of fees and expenses in connection with the consummation of the Transaction, (vi) entering into employment and severance arrangements between the performance by the Borrower or any Subsidiary of its obligations under the terms ofBorrower, any limited liability company agreementother Loan Party and their Subsidiaries and their respective officers and employees, limited partnership or (vii) other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which is transactions set forth on Schedule 6.067.02(h) and (viii) the payment of customary fees and reimbursement of reasonable out-of-pocket costs of, and similar agreements that it may enter into thereafter, customary indemnities provided that the existence to or on behalf of, or the performance by the Borrower or any Subsidiary of obligations underdirectors, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination officers and employees of the Borrower) than any of such documents , the other Loan Parties and agreements as in effect on the Closing Date, (k) consulting services to joint ventures their Subsidiaries in the ordinary course of business and any other transactions between or among the Borrower, its Subsidiaries and joint ventures in the ordinary course of business, (l) transactions with landlords, customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and not otherwise prohibited by this Agreement, (m) transactions effected as a part of a Qualified Receivables Transaction, (n) the provision of services to directors or officers of the Borrower or any of its Subsidiaries of the nature provided by the Borrower or any of its Subsidiaries to customers in the ordinary course of business and (o) transactions approved by the Audit Committee of the Board of Directors of the Borrower in accordance with the Borrower’s policy regarding related party transactions in effect from time to timetheir Affiliates.

Transactions with Affiliates. The Intermediate Holdings and the Borrower will not, and will not permit any of its Restricted Subsidiaries to, sell, lease or otherwise transfer any Property property or assets to, or purchase, lease or otherwise acquire any Property property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions substantially as not less favorable to the Borrower Intermediate Holdings or such Restricted Subsidiary (in the good faith determination of the Borrower) as would reasonably than could be obtained on an arm’s-length basis from unrelated third parties, parties and (b) transactions any Restricted Payment permitted by Section 6.07; provided, that the foregoing restrictions shall not apply to (i) any transaction between the Borrower and any Subsidiary thereof or any other transaction between or among the Borrower and or any of its Subsidiaries and any (or an entity that becomes a Subsidiary as a result of such transaction transaction) to the extent expressly permitted or not involving any other Affiliate, prohibited by this Agreement; (cii) the payment of reasonable and customary compensation and benefits and reimbursements of out-of-pocket costs to, and the provision of indemnity on behalf of, directors, officers, consultants, employees and fees paid to members of the Boards board of Directors directors (or similar governing body) of the Borrower or such Subsidiary, Intermediate Holdings and its Restricted Subsidiaries; (diii) loans compensation arrangements for officers and advances to officers, directors, consultants other employees of Intermediate Holdings and employees its Subsidiaries entered into in the ordinary course of business, ; (eiv) Restricted Payments and other payments permitted under Section 6.04, (f) employment, incentive, benefit, consulting and severance arrangements entered into (i) in the ordinary course of business or (ii) set forth in Schedule 6.06, in each case, with officers, directors, consultants and employees of the Borrower or its Subsidiaries, (g) the transactions to MSG pursuant to the agreements set forth in Schedule 6.06 or any amendment thereto Parent Organizational Agreement to the extent such an amendment, taken as a whole, is not adverse to the Lenders in any material respect otherwise permitted hereunder; (as determined in good faith by the Borrower), (hv) the payment of fees and expenses related to the Transactions, (i) the issuance of Qualified Equity Interests of the Borrower and the granting of registration or other customary rights in connection therewith, (j) the existence of, and the performance by the Borrower or any Subsidiary of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which is set forth transactions described on Schedule 6.066.08; and (vi) transactions with Permitted Joint Ventures for the purchase or sale of goods, equipment, products, parts and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement services entered into after the Closing Date shall only be permitted by this Section 6.06(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the Borrower) than any of such documents and agreements as in effect on the Closing Date, (k) consulting services to joint ventures in the ordinary course of business and any other transactions between or among the Borrower, its Subsidiaries and joint ventures in the ordinary course of business. The Borrower shall disclose in writing each material transaction with any Affiliate of Intermediate Holdings to the Agent (excluding, (l) for the avoidance of doubt, transactions with landlords, customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and among Restricted Parties not otherwise prohibited by this Agreement, (m) transactions effected as a part of a Qualified Receivables Transaction, (n) the provision of services to directors or officers of the Borrower or any of its Subsidiaries of the nature provided by the Borrower or any of its Subsidiaries to customers in the ordinary course of business and (o) transactions approved by the Audit Committee of the Board of Directors of the Borrower in accordance with the Borrower’s policy regarding related party transactions in effect from time to timehereunder).

Transactions with Affiliates. The Borrower Company will not, and will not permit any of its Restricted Subsidiaries to, sell, lease or otherwise transfer any Property to, or purchase, lease or otherwise acquire any Property from, or otherwise engage in any other transactions with, any of its AffiliatesAffiliates involving aggregate payments in excess of $2,500,000, except (a) at prices and on terms and conditions substantially as favorable to the Borrower Company or such Restricted Subsidiary (in the good faith determination of the Borrower) as would could reasonably be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower Company and its Restricted Subsidiaries and any entity that becomes a Restricted Subsidiary as a result of such transaction not involving any other Affiliate, (c) the payment of customary compensation and benefits and reimbursements of out-of-pocket costs to, and the provision of indemnity on behalf of, directors, officers, consultants, employees and members of the Boards of Directors of Holdings, the Borrower Company or such Restricted Subsidiary, (d) loans and advances to officers, directors, consultants and employees in the ordinary course of business, (e) Investments, Restricted Payments and other payments payments, contributions and loans permitted under Section 6.04, 6.05 or 6.06, (f) employment, incentive, benefit, consulting and severance arrangements entered into (i) in the ordinary course of business or (ii) set forth in Schedule 6.06, in each case, with officers, directors, consultants and employees of Holdings, the Borrower Company or its Restricted Subsidiaries, (g) the transactions pursuant to the agreements set forth in Schedule 6.06 6.07 or any amendment thereto to the extent such an amendment, taken as a whole, is not adverse to the Lenders in any material respect (as determined in good faith by the BorrowerCompany), (h) the payment of fees and expenses related to the Transactions, (i) the issuance of Qualified Equity Interests of Holdings or the Borrower Company and the granting of registration or other customary rights in connection therewith, (j) the existence of, and the performance by the Borrower Company or any Restricted Subsidiary of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which is set forth on Schedule 6.066.07, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower Company or any Restricted Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j6.07(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the BorrowerCompany) than any of such documents and agreements as in effect on the Closing Date, (k) consulting services to joint ventures in the ordinary course of business and any other transactions between or among the BorrowerCompany, its Restricted Subsidiaries and joint ventures in the ordinary course of business, (l) transactions with landlords, customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and not otherwise prohibited by this Agreement, (m) transactions effected as a part of a Qualified Receivables Transaction, (n) the provision of services to directors or officers of Holdings, the Borrower Company or any of its Restricted Subsidiaries of the nature provided by the Borrower Company or any of its Restricted Subsidiaries to customers in the ordinary course of business or transactions substantially similar to those that have been disclosed in the Company’s annual proxy statements filed with the SEC, and (on) transactions approved by the Audit Committee consummation of the Board of Directors Hawaii Plantation Acquisition and the performance of the Borrower in accordance with Company’s (or the Borrower’s policy regarding related party transactions in effect from time to timeapplicable Subsidiary’s) obligations thereunder.

Transactions with Affiliates. The Borrower will notEnter into any transaction of any kind with any Affiliate of any Credit Party, and will whether or not permit any of its Subsidiaries to, sell, lease or otherwise transfer any Property to, or purchase, lease or otherwise acquire any Property from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) at prices and on terms and conditions substantially as favorable to the Borrower or such Subsidiary (in the good faith determination of the Borrower) as would reasonably be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its Subsidiaries and any entity that becomes a Subsidiary as a result of such transaction not involving any other Affiliate, (c) the payment of customary compensation and benefits and reimbursements of out-of-pocket costs to, and the provision of indemnity on behalf of, directors, officers, consultants, employees and members of the Boards of Directors of the Borrower or such Subsidiary, (d) loans and advances to officers, directors, consultants and employees in the ordinary course of business, (e) Restricted Payments other than on fair and reasonable terms substantially as favorable to such Credit Party as would be obtainable by such Credit Party at the time in a comparable arm’s length transaction with a Person other payments permitted under Section 6.04, (f) employment, incentive, benefit, consulting and severance arrangements entered into than an Affiliate; provided that the following shall in any event be permitted: (i) the Transaction; (ii) intercompany transactions among Credit Parties that are entered into pursuant to the reasonable business requirements of the Credit Parties and that are not prohibited under this Agreement or any other Credit Document; (iii) the payment of consulting or other fees to any Credit Party in the ordinary course of business; (iv) customary fees to non-officer directors (or equivalents) of the General Partner; (v) the Credit Parties may perform their respective obligations under any Employment Agreements, employee benefit plans of any Credit Party and other employment arrangements with respect to the procurement of services with their respective officers and employees, in each case so long as any such employment arrangements are entered into in the ordinary course of business; (vi) Restricted Payment may be paid by Credit Parties to the extent permitted by Section 7.06; (vii) payments may be made pursuant to any Tax Allocation Agreement; (viii) Credit Parties may enter into transactions with employees and/or officers of the Credit Parties in the ordinary course of business or so long as any such material transaction has been approved by the governing bodies of such Credit Parties; and (ii) set forth in Schedule 6.06, in each case, with officers, directors, consultants and employees of the Borrower or its Subsidiaries, (gix) the transactions pursuant to Credit Parties may perform their respective obligations under (A) the agreements set forth in Schedule 6.06 Omnibus Agreement, dated September 20, 2004, among certain Credit Parties and certain of their Affiliates, and (B) the Assignment Agreement, dated September 20, 2004, between XxXxxx De Leeuw & Co. IV, L.P. and the Partnership. In no event shall any management, consulting or any amendment thereto to the extent such an amendment, taken as a whole, is not adverse to the Lenders in any material respect (as determined in good faith similar fee be paid or payable by the Borrower), (h) the payment of fees and expenses related to the Transactions, (i) the issuance of Qualified Equity Interests of the Borrower and the granting of registration or other customary rights in connection therewith, (j) the existence of, and the performance by the Borrower or any Subsidiary of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the Borrower) than any of such documents and agreements as in effect on the Closing Date, (k) consulting services to joint ventures in the ordinary course of business and any other transactions between or among the Borrower, its Subsidiaries and joint ventures in the ordinary course of business, (l) transactions with landlords, customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and not otherwise prohibited by this Agreement, (m) transactions effected as a part of a Qualified Receivables Transaction, (n) the provision of services to directors or officers of the Borrower or any of its Subsidiaries of the nature provided by the Borrower Partnership or any of its Subsidiaries to customers any Affiliate, except as specifically provided in the ordinary course of business and (o) transactions approved by the Audit Committee of the Board of Directors of the Borrower in accordance with the Borrower’s policy regarding related party transactions in effect from time to timethis Section 7.08.

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sellenter into any transaction or series of related transactions, lease whether or otherwise transfer not in the ordinary course of business, with any Property to, Affiliate of the Borrower or purchase, lease or otherwise acquire any Property from, or otherwise engage in any other transactions with, any of its AffiliatesSubsidiaries, except (a) at prices other than in the ordinary course of business and on terms and conditions substantially as favorable to the Borrower or such Subsidiary (in the good faith determination of the Borrower) as would reasonably be obtained on an arm’sby the Borrower or such Subsidiary at that time in a comparable arm's-length basis from unrelated third partiestransaction with a Person other than an Affiliate, except that the following in any event shall be permitted: (bi) Dividends may be paid to the extent provided in Section 9.03; (ii) loans may be made and other transactions may be entered into by the Borrower and its Subsidiaries to the extent permitted by Sections 9.02, 9.04 and 9.05; (iii) customary fees may be paid to non-officer directors of the Borrower and its Subsidiaries; (iv) the Borrower and its Subsidiaries 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 Subsidiaries in the ordinary course of business; (v) transactions exclusively between or among the Borrower and any of its Wholly-Owned Subsidiaries and or exclusively between or among such Wholly-Owned Subsidiaries, provided that such transactions are not otherwise prohibited by the Credit Documents; (vi) any entity that becomes a Subsidiary agreement as a result of such transaction not involving any other Affiliate, (c) the payment of customary compensation and benefits and reimbursements of out-of-pocket costs to, and the provision of indemnity on behalf of, directors, officers, consultants, employees and members in effect as of the Boards of Directors of the Borrower or such Subsidiary, (d) loans and advances to officers, directors, consultants and employees in the ordinary course of business, (e) Restricted Payments and other payments permitted under Section 6.04, (f) employment, incentive, benefit, consulting and severance arrangements entered into (i) in the ordinary course of business or (ii) set forth in Schedule 6.06, in each case, with officers, directors, consultants and employees of the Borrower or its Subsidiaries, (g) the transactions pursuant to the agreements set forth in Schedule 6.06 Initial Borrowing Date or any amendment thereto or any transaction contemplated thereby (including pursuant to the extent any amendment thereto) in any replacement agreement thereto so long as any such an amendment, taken as a whole, amendment or replacement agreement is not adverse more disadvantageous to the Lenders in any material respect (as determined in good faith by than the Borrower), (h) the payment of fees and expenses related to the Transactions, (i) the issuance of Qualified Equity Interests of the Borrower and the granting of registration or other customary rights in connection therewith, (j) the existence of, and the performance by the Borrower or any Subsidiary of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders original agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the Borrower) than any of such documents and agreements as in effect on the Closing Initial Borrowing Date, ; and (k) consulting services to joint ventures in the ordinary course of business and any other transactions between or among the Borrower, its Subsidiaries and joint ventures in the ordinary course of business, (lvii) transactions with landlords, customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, Annapurna Corporation aggregating not more than $500,000 in each case in the ordinary course of business and not otherwise prohibited by this Agreement, (m) transactions effected as a part of a Qualified Receivables Transaction, (n) the provision of services to directors or officers any fiscal year of the Borrower or any of its Subsidiaries of the nature provided by the Borrower or any of its Subsidiaries to customers in the ordinary course of business and (o) transactions approved by the Audit Committee of the Board of Directors of the Borrower in accordance with the Borrower’s policy regarding related party transactions in effect from time to time.

Transactions with Affiliates. The Directly or indirectly enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of Property, the rendering of any service or the payment of any management, advisory or similar fees, with (a) any officer, director, holder of any Capital Stock in, or other Affiliate of, HGC, the Borrower will not, and will not permit or any of its Subsidiaries to, sell, lease or otherwise transfer any Property to, or purchase, lease or otherwise acquire any Property from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) at prices and on terms and conditions substantially as favorable to the Borrower or such Subsidiary (in the good faith determination of the Borrower) as would reasonably be obtained on an arm’s-length basis from unrelated third partiesSubsidiaries, (b) transactions between any Affiliate of any such officer, director or among the Borrower and its Subsidiaries and any entity that becomes a Subsidiary as a result of such transaction not involving any other Affiliate, holder or (c) the payment Sponsor or any officer, director, holder of customary compensation and benefits and reimbursements of out-of-pocket costs toany Capital Stock in, and the provision of indemnity on behalf or other Affiliate of, directorsthe Sponsor, officersother than: (i) transactions among the Persons identified in clauses (a), consultants(b) or (c) above that are explicitly permitted by Sections 8.1, employees 8.2, 8.3, 8.5, 8.6 and members 8.13; (ii) transactions existing on the Signing Date and described on Schedule 6.26; (iii) other transactions in the ordinary course of business on terms as favorable as would be obtained by it on a comparable arm’s-length transaction with an independent, unrelated third party as determined in good faith by the board of directors (or equivalent governing body) of the Boards of Directors of the Borrower or such Subsidiary, Borrower; (div) loans employment and advances to officers, directors, consultants severance arrangements (including equity incentive plans and employee benefit plans and arrangements) with their respective officers and employees in the ordinary course of business; (v) payment of customary fees and reasonable out of pocket costs to, (e) Restricted Payments and other payments permitted under Section 6.04indemnities for the benefit of, (f) employmentdirectors, incentiveofficers and employees of HGC, benefit, consulting the Borrower and severance arrangements entered into (i) its Subsidiaries in the ordinary course of business or (ii) set forth in Schedule 6.06, in each case, with officers, directors, consultants and employees of the Borrower or its Subsidiaries, (g) the transactions pursuant to the agreements set forth in Schedule 6.06 or any amendment thereto to the extent such an amendment, taken as a whole, is not adverse attributable to the Lenders in any material respect (as determined in good faith by the Borrower), (h) the payment of fees and expenses related to the Transactions, (i) the issuance of Qualified Equity Interests ownership or operation of the Borrower and the granting of registration or other customary rights in connection therewith, its Subsidiaries; (jvi) the existence of, and the performance by the Borrower or any Subsidiary of its obligations payments as contemplated under the terms of, any limited liability company agreement, limited partnership Tax Sharing Agreement; and (vii) payment to the Sponsor or other organizational document or securityholders agreement its designee of (including any registration rights agreement or purchase agreement related theretoA) fees and indemnities in an amount not to which it is a party on exceed the Closing Date and which is amount set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the BorrowerManagement Agreement and (B) than any of such documents and agreements as reasonable out-of-pocket expenses; provided that, in effect on the Closing Date, (k) consulting services to joint ventures either case set forth in the ordinary course foregoing clauses (A) or (B), no Event of business Default shall have occurred and any other transactions between be continuing prior thereto or among the Borrower, its Subsidiaries and joint ventures in the ordinary course of business, (l) transactions with landlords, customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and not otherwise prohibited by this Agreement, (m) transactions effected as a part of a Qualified Receivables Transaction, (n) the provision of services to directors or officers of the Borrower or any of its Subsidiaries of the nature provided by the Borrower or any of its Subsidiaries to customers in the ordinary course of business and (o) transactions approved by the Audit Committee of the Board of Directors of the Borrower in accordance with the Borrower’s policy regarding related party transactions in effect from time to timeresult thereof.

Transactions with Affiliates. The Borrower Each Credit Party will not, and will not permit any of its Subsidiaries toSubsidiaries, sellto enter into or cause or permit to exist any arrangement, lease transaction or otherwise transfer any Property to, or contract (including for the purchase, lease or otherwise acquire exchange of property or the rendering of services) with any Property fromAffiliate (other than arrangements, transactions or otherwise engage in any other transactions with, any of its Affiliates, contracts solely among the Credit Parties) except (a) at prices on fair and on reasonable terms and conditions substantially as no less favorable to the Borrower such Credit Party or such Subsidiary (than it could obtain in the good faith determination of the Borrower) as would reasonably be obtained on an arm’s-length basis from unrelated third partiestransaction with a Person that is not an Affiliate, (b) transactions between any transaction expressly permitted under Section 9.01(g), Section 9.01(p), Section 9.03, Section 9.04(h), Section 9.04(r), Section 9.04(v) Section 9.05(d), Section 9.05(h), Section 9.05(j), Section 9.05(k), Section 9.05(l) or among the Borrower and its Subsidiaries and any entity that becomes a Subsidiary as a result of such transaction not involving any other AffiliateSection 9.06, (c) any transactions solely among Credit Parties to the extent otherwise permitted by this Agreement; (d) [reserved], (e) so long as it has been approved by Parent’s or its applicable Subsidiary’s Board of Directors in accordance with Applicable Law, (i) customary fees to, and indemnifications of, non-officer directors of the Credit Parties and their respective Subsidiaries and (ii) the payment of reasonable and customary compensation and benefits indemnification arrangements and reimbursements of out-of-pocket costs to, benefit plans for officers and the provision of indemnity on behalf of, directors, officers, consultants, employees and members of the Boards of Directors of the Borrower or such Subsidiary, (d) loans Credit Parties and advances to officers, directors, consultants and employees their respective Subsidiaries in the ordinary course of business, (e) Restricted Payments ; and other payments permitted under Section 6.04, (f) employmenttransactions with joint ventures for the purchase or sale of goods, incentive, benefit, consulting equipment and severance arrangements services entered into (i) in the ordinary course of business or (ii) set forth in Schedule 6.06, in each case, with officers, directors, consultants and employees of the Borrower or its Subsidiaries, (g) the transactions pursuant to the agreements set forth in Schedule 6.06 or any amendment thereto to the extent such an amendment, taken as a whole, is not adverse to the Lenders in any material respect (as determined in good faith by the Borrower), (h) the payment of fees and expenses related to the Transactions, (i) the issuance of Qualified Equity Interests of the Borrower and the granting of registration or other customary rights in connection therewith, (j) the existence of, and the performance by the Borrower or any Subsidiary of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the Borrower) than any of such documents and agreements as in effect on the Closing Date, (k) consulting services to joint ventures in the ordinary course of business and to the extent such transactions are not materially adverse to the Secured Parties. No Credit Party nor any other transactions between Subsidiary shall hire or among engage any officer or executive during the Borrower, its Subsidiaries term of this Agreement without such officer or executive having entered into a non-competition and joint ventures in the ordinary course of business, (l) transactions confidentiality agreement with landlords, customers, clients, suppliers, joint venture partners such Credit Party or purchasers or sellers of goods and services, in each case in the ordinary course of business and not otherwise prohibited by this Agreement, (m) transactions effected as a part of a Qualified Receivables Transaction, (n) the provision of services to directors or officers of the Borrower or any of its Subsidiaries of the nature provided by the Borrower or any of its Subsidiaries to customers in the ordinary course of business and (o) transactions approved by the Audit Committee of the Board of Directors of the Borrower in accordance with the Borrower’s policy regarding related party transactions in effect from time to timeSubsidiary.

Transactions with Affiliates. The Borrower will not, and will not permit Except as expressly permitted by this Agreement (including pursuant to any of its Subsidiaries tothe Sections of Articles 6 or 7), no Credit Party will directly or indirectly (a) make any Investment in an Affiliate; (b) transfer, sell, lease lease, assign or otherwise transfer dispose of any Property toproperty to an Affiliate; (c) merge into or consolidate with an Affiliate, or purchase, lease purchase or otherwise acquire any Property from, property from an Affiliate; or otherwise engage in (d) enter into any other transactions withtransaction directly or indirectly with or for the benefit of an Affiliate (including guarantees and assumptions of obligations of an Affiliate), any of its Affiliates, except in each case for clauses (a) at prices through (d), other than on fair and on reasonable terms and conditions substantially as favorable to the Borrower or such Subsidiary (in the good faith determination of the Borrower) Credit Party as would those that might reasonably be obtained on at the time from a Person who is not such an arm’s-length basis from unrelated third parties, Affiliate; provided that the foregoing restriction shall not apply to the following: (bi) transactions between or among the Borrower and its Subsidiaries and any entity that becomes a Subsidiary Affiliate who is an individual may serve as a result director, officer, employee or consultant of any Credit Party, receive compensation for his or her services in such transaction not involving any other Affiliate, capacity and benefit from Investments to the extent specified in Section 7.5(b); (cii) the payment Credit Parties may engage in and continue the transactions with or for the benefit of customary compensation and benefits and reimbursements of out-of-pocket costs toAffiliates which are described in Schedule 7.7, and the provision of indemnity on behalf of, directors, officers, consultants, employees and members of the Boards of Directors of the Borrower in other similar transactions or such Subsidiary, (d) loans and advances to officers, directors, consultants and employees transactions entered in the ordinary course of business, (e) Restricted Payments provided that the terms of such similar transactions or such ordinary course transactions are not less favorable to the Credit Parties than the terms of a commercially reasonable, arms’ length transaction between non-affiliated parties; provided, further that with respect to any such transaction involving the payment by a Credit Party of consideration in excess of $5,000,000, the Credit Parties shall provide adequate documentary and other evidence reasonably satisfactory to the Administrative Agent that the terms of such transaction satisfy the immediately preceding proviso; and (iii) the Credit Parties may make the payments permitted under Section 6.04by Sections 6.9(f) and (g); and (iv) the Borrower may issue the LBI Media Intercompany Note to Media Holdings or any other Holding Company, (f) employment, incentive, benefit, consulting borrow funds thereunder and severance arrangements entered into (i) in the ordinary course of business or (ii) set forth in Schedule 6.06repay such note, in each case, with officers, directors, consultants and employees of the Borrower or its Subsidiaries, (g) the transactions pursuant subject to the agreements restrictions and conditions set forth in Schedule 6.06 or any amendment thereto to the extent such an amendment, taken as a whole, is not adverse to the Lenders in any material respect (as determined in good faith by the Borrower), (h) the payment of fees and expenses related to the Transactions, (i) the issuance of Qualified Equity Interests of the Borrower and the granting of registration or other customary rights in connection therewith, (j) the existence of, and the performance by the Borrower or any Subsidiary of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the Borrower) than any of such documents and agreements as in effect on the Closing Date, (k) consulting services to joint ventures in the ordinary course of business and any other transactions between or among the Borrower, its Subsidiaries and joint ventures in the ordinary course of business, (l) transactions with landlords, customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and not otherwise prohibited by this Agreement, (m) transactions effected as a part of a Qualified Receivables Transaction, (n) the provision of services to directors or officers of the Borrower or any of its Subsidiaries of the nature provided by the Borrower or any of its Subsidiaries to customers in the ordinary course of business and (o) transactions approved by the Audit Committee of the Board of Directors of the Borrower in accordance with the Borrower’s policy regarding related party transactions in effect from time to timeherein.

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease Sell or otherwise transfer any Property property or assets to, or purchase, lease purchase or otherwise acquire any Property property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except whether or not in the ordinary course of business, other than (ai) at prices and on terms and conditions substantially as not less favorable to the Administrative Borrower or such Restricted Subsidiary (in the good faith determination of the Borrower) as would reasonably than could be obtained on an arm’s-length basis from unrelated third parties, (bii) [reserved], (iii) transactions between or and among the Borrower and its Subsidiaries and any entity that becomes a Subsidiary as a result of such transaction not involving Loan Parties, (iv) compensation arrangements, consulting contracts, collective bargaining agreements, benefit plans, programs or indemnification obligations, or any other Affiliatesimilar arrangement, (c) the payment of customary compensation and benefits and reimbursements of out-of-pocket costs tofor or with general partners, and the provision of indemnity on behalf of, directorscurrent or former employees, officers, consultants, employees and members of the Boards of Directors of the Borrower directors or such Subsidiary, (d) loans and advances to officers, directors, consultants and employees in the ordinary course of business, (ev) Restricted Payments payments, compensation, performance of indemnification or contribution obligations, and other payments permitted under Section 6.04, (f) employment, incentive, benefit, consulting and severance arrangements entered into (i) the making or cancellation of loans in the ordinary course of business or (ii) set forth in Schedule 6.06to any such general partner, in each caseemployees, with officers, directors or consultants, (vi) any issuance, grant or award of stock, options, other equity related interests or other equity securities to any such employees, officers, directors or consultants, (vii) the payment of reasonable directors, consultants and employees ’ fees or expenses to directors of the Borrower or its SubsidiariesAdministrative Borrower, (g) the transactions pursuant to the agreements set forth in Schedule 6.06 any Restricted Subsidiary or any amendment thereto to the extent such an amendment, taken as a whole, is not adverse to the Lenders in any material respect Riverstone Entity (as determined in good faith by the Administrative Borrower, such Restricted Subsidiary or such Riverstone Entity in the ordinary course of business), (hviii) a Restricted Payment permitted by Section 6.06(a), (ix) the payment execution, delivery and performance (as applicable) of the Transactions and the Transaction Documents, all transactions in connection therewith (including but not limited to the financing thereof), and all fees and expenses related to the Transactions, (i) the issuance of Qualified Equity Interests of the Borrower and the granting of registration paid or other customary rights payable in connection therewith, (jx) any issuance or sale of Qualified Capital Stock of the existence of, and the performance by the Administrative Borrower otherwise permitted hereunder or any Subsidiary capital contributions to the Administrative Borrower, (xi) [reserved], (xii) [reserved], (xiii) any non-material transactions with an Affiliate for the purchase of its obligations under the terms ofgoods, any limited liability company agreementproducts, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date parts and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement services entered into after the Closing Date shall only be permitted by this Section 6.06(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the Borrower) than any of such documents and agreements as in effect on the Closing Date, (k) consulting services to joint ventures in the ordinary course of business and any other transactions between or among the Borrower, its Subsidiaries and joint ventures in the ordinary course of business, (lxiv) the Management Services Agreement as in effect on the Fourth Amendment Effective Date, (xv) the transactions listed in Schedule 6.07, (xvi) transactions otherwise permitted hereunder with landlordsa Person that is an Affiliate of any Loan Party solely because any Loan Party owns, customersdirectly or indirectly, clientsan Equity Interest in, suppliersor otherwise controls, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and not otherwise prohibited by this Agreementsuch Person, (mxvii) transactions effected as a part of a Qualified Receivables Transaction, (n) between and among Loan Parties and Affiliates which are not Loan Parties on terms and conditions not less favorable to the provision of services to directors or officers of the Borrower or any of its Subsidiaries of the nature provided by the Borrower or any of its Subsidiaries to customers in the ordinary course of business relevant Loan Party than could be obtained on an arm’s-length basis from unrelated third parties and (oxviii) transactions approved by the Audit Committee of the Board of Directors of the Borrower in accordance with the Borrower’s policy regarding related party transactions in effect from time to timeamong Restricted Subsidiaries which are not Loan Parties.

Transactions with Affiliates. The Borrower will notCredit Parties shall not and shall not cause or permit their Subsidiaries to directly or indirectly enter into or permit to exist any transaction (including the purchase, and will not permit any of its Subsidiaries to, sellsale, lease or otherwise transfer exchange of any Property toproperty or the rendering of any management, consulting, investment banking, advisory or purchaseother similar services) with any Affiliate or with any director, lease officer or otherwise acquire employee of any Property from, or otherwise engage in any other transactions with, any of its AffiliatesCredit Party, except (a) at prices and as set forth on terms and conditions substantially as favorable to the Borrower or such Subsidiary (in the good faith determination of the Borrower) as would reasonably be obtained on an arm’s-length basis from unrelated third partiesSchedule 3.8, (b) transactions between in the ordinary course of and pursuant to the reasonable requirements of the business of any such Credit Party or among the Borrower and any of its Subsidiaries and upon fair and reasonable terms which are fully disclosed to Agent and are no less favorable to any entity such Credit Party or any of its Subsidiaries than would be obtained in a comparable arm’s length transaction with a Person that becomes a Subsidiary as a result of such transaction is not involving any other an Affiliate, (c) the payment of customary reasonable compensation to officers and benefits employees for services actually rendered to any such Credit Party or any of its Subsidiaries (d) payment of director’s fees in the ordinary course of business, plus expenses, (e) payment of reasonable compensation (including compensation under employee benefit plans, stock option plans and reimbursements other similar compensatory arrangements) to officers, directors and employees in the ordinary course of out-of-pocket costs tobusiness for services actually rendered to any such Credit Party or any of its Subsidiaries, (f) the issuance of Stock of Holdings as compensation to employees, officers and the provision of indemnity on behalf of, directors, (g) transactions permitted under Sections 3.1, 3.3, 3.4, 3.5, 3.6 or 3.7, (h) Holdings and its Subsidiaries may enter into and make payments under customary indemnification provisions with officers, consultants, employees and members directors of the Boards of Directors of the Borrower or such SubsidiaryHoldings and its Subsidiaries, (di) loans and advances employment arrangements entered into by the Credit Parties with respect to officers, directors, consultants the procurement of services of their respective officers and employees in the ordinary course of business, (e) Restricted Payments and other payments permitted under Section 6.04, (f) employment, incentive, benefit, consulting and severance arrangements entered into (i) in the ordinary course of business or (ii) set forth in Schedule 6.06, in each case, with officers, directors, consultants and employees of the Borrower or its Subsidiaries, (g) the transactions pursuant to the agreements set forth in Schedule 6.06 or any amendment thereto to the extent such an amendment, taken as a whole, is not adverse to the Lenders in any material respect (as determined in good faith by the Borrower), (h) the payment of fees and expenses related to the Transactions, (ij) the issuance of Qualified Equity Interests Stock of the Borrower and the granting of registration or other customary rights in connection therewith, (j) the existence of, and the performance by the Borrower or any Subsidiary of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) Holdings to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the Borrower) than any of such documents Permitted Holders and agreements as in effect on the Closing Date, (k) consulting the reimbursement of any out-of-pocket expenses incurred by First Atlantic in connection with providing services to joint ventures in the ordinary course of business and any other transactions between or among the Borrower, its Subsidiaries and joint ventures in the ordinary course of business, (l) transactions with landlords, customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and not otherwise prohibited by this Agreement, (m) transactions effected as a part of a Qualified Receivables Transaction, (n) the provision of services to directors or officers of the Borrower or any of its Subsidiaries of the nature provided by the Borrower or any of its Subsidiaries to customers in the ordinary course of business and (o) transactions approved by the Audit Committee of the Board of Directors of the Borrower in accordance with the Borrower’s policy regarding related party transactions in effect from time to timeCredit Parties.

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries Restricted Subsidiary to, sell, lease or otherwise transfer any Property property or assets to, or purchase, lease or otherwise acquire any Property property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (ai) at prices and transactions with the Borrower or any Restricted Subsidiary, (ii) on terms and conditions substantially as favorable to the Borrower or such Restricted Subsidiary (in the good faith determination of the Borrower) as would reasonably be obtained on an obtainable by such Person at the time in a comparable arm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its Subsidiaries and any entity that becomes transaction with a Subsidiary as a result of such transaction not involving any Person other than an Affiliate, (c) the payment of customary compensation and benefits and reimbursements of out-of-pocket costs to, and the provision of indemnity on behalf of, directors, officers, consultants, employees and members of the Boards of Directors of the Borrower or such Subsidiary, (d) loans and advances to officers, directors, consultants and employees in the ordinary course of business, (e) Restricted Payments and other payments permitted under Section 6.04, (f) employment, incentive, benefit, consulting and severance arrangements entered into (i) in the ordinary course of business or (ii) set forth in Schedule 6.06, in each case, with officers, directors, consultants and employees of the Borrower or its Subsidiaries, (g) the transactions pursuant to the agreements set forth in Schedule 6.06 or any amendment thereto to the extent such an amendment, taken as a whole, is not adverse to the Lenders in any material respect (as determined in good faith by the Borrower), (hiii) the payment of fees and expenses related to the Transactions, (iv) so long as no Event of Default under Section 7.01(a), (b), (h) or (i) shall have occurred and be continuing or would result therefrom, the issuance payment of Qualified management and monitoring fees to the Sponsor (or management companies of the Investors) in an aggregate amount in any fiscal year not to exceed the amount permitted to be paid pursuant to Section 6.08(b)(iv)(B)(3) and the entering into and performance of the agreement contemplated thereby, (v) issuances of Equity Interests of the Borrower and to the granting of registration or other customary rights in connection therewith, (j) the existence of, and the performance by the Borrower or any Subsidiary of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be extent otherwise permitted by this Section 6.06(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the Borrower) than any of such documents and agreements as in effect on the Closing DateAgreement, (kvi) consulting services to joint ventures employment and severance arrangements between the Borrower and the Restricted Subsidiaries and their respective officers and employees in the ordinary course of business or otherwise in connection with the Transactions (including loans and advances pursuant to Sections 6.04(b) and 6.04(n), (vii) payments by the Borrower and the Restricted Subsidiaries pursuant to tax sharing agreements among Holdings (and any other transactions between such parent thereof), any Intermediate Parent, the Borrower and the Restricted Subsidiaries on customary terms to the extent attributable to the ownership or among operation of the Borrower and the Restricted Subsidiaries, to the extent payments are permitted by Section 6.08(a)(vii)(A), (viii) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, directors, officers and employees of Holdings, the Borrower, its any Intermediate Parent and the Restricted Subsidiaries and joint ventures in the ordinary course of business, (l) transactions with landlords, customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and not otherwise prohibited by this Agreement, (m) transactions effected as a part of a Qualified Receivables Transaction, (n) to the provision of services extent attributable to directors the ownership or officers operation of the Borrower and the Restricted Subsidiaries, (ix) transactions pursuant to permitted agreements in existence or contemplated on the Effective Date and set forth on Schedule 6.09 or any of its Subsidiaries of amendment thereto to the nature provided extent such an amendment is not adverse to the Lenders in any material respect, (x) Restricted Payments permitted under Section 6.08, and (xi) customary payments by the Borrower or and any of its Restricted Subsidiaries to customers the Sponsor made for any financial advisory, consulting, financing, underwriting or placement services or in the ordinary course respect of business and other investment banking activities (o) transactions including in connection with acquisitions or divestitures), which payments are approved by the Audit Committee a majority of the Board of Directors disinterested members of the Borrower board of directors of Holdings in accordance with the Borrower’s policy regarding related party transactions in effect from time to timegood faith.

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease (a) Sell or otherwise transfer any Property property or assets to, or purchase, lease purchase or otherwise acquire any Property property or assets from, or otherwise engage in any other transactions transaction with, any of its AffiliatesAffiliates or any known direct or indirect holder of 10% or more of any class of Capital Stock of GrafTech, except unless such transaction is (ai) at prices otherwise permitted under this Agreement and on (ii) upon terms and conditions substantially as no less favorable to the Borrower or GrafTech, such Subsidiary (in the good faith determination of the Borrower) as would reasonably be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its Subsidiaries and any entity that becomes a Subsidiary as a result of such transaction not involving any other Affiliate, (c) the payment of customary compensation and benefits and reimbursements of out-of-pocket costs to, and the provision of indemnity on behalf of, directors, officers, consultants, employees and members of the Boards of Directors of the Borrower or such Subsidiary, as the case may be, than would obtain in a comparable arm’s-length transaction with a person which was not an Affiliate; provided, however, that the foregoing restriction shall not apply to the indemnification (dincluding advancement of expenses) loans and advances to officers, of directors, consultants and employees in the ordinary course of business, (e) Restricted Payments and other payments permitted under Section 6.04, (f) employment, incentive, benefit, consulting and severance arrangements entered into (i) in the ordinary course of business officers or (ii) set forth in Schedule 6.06, in each case, with officers, directors, consultants and employees of GrafTech, the Borrower or its SubsidiariesBorrowers and the other Subsidiaries in accordance with customary practice. (b) The foregoing paragraph (a) shall not prohibit, (g) the transactions pursuant to the agreements set forth in Schedule 6.06 or any amendment thereto to the extent such an amendment, taken as a whole, is not adverse to the Lenders in any material respect (as determined in good faith by the Borrower), (h) the payment of fees and expenses related to the Transactionsotherwise permitted under this Agreement, (i) the any issuance of Qualified Equity Interests of the Borrower and the granting of registration securities, or other customary rights payments, awards or grants in connection therewithcash, securities or otherwise, pursuant to, or the funding of, employment, retention, incentive, severance or retirement arrangements or stock option, ownership or purchase plans or compensation, retirement or benefit plans, programs or arrangements (including stock-based plans, programs or arrangements) for employees, officers or directors, (jii) the existence ofloans or advances to employees of GrafTech, and the performance by the a Borrower or any other Subsidiary of its obligations under in accordance with Section 6.04(e), (iii) transactions among GrafTech, the terms ofBorrowers and Wholly Owned Subsidiaries, any limited liability company agreement(iv) Permitted Subsidiary Transfers, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related theretov) transactions pursuant to which it is a party permitted agreements in existence on the Closing Effective Date and which is set forth on Schedule 6.066.07, and similar (vi) payments pursuant to the Tax Sharing Agreement, (vii) employment, consulting, retention, incentive, severance or retirement agreements that it may enter entered into thereafterby GrafTech, provided that the existence of, or the performance by the a Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the Borrower) than any of such documents and agreements as in effect on the Closing Date, (k) consulting services to joint ventures other Subsidiaries in the ordinary course of business and any other transactions between fees, payments, awards or among the Borrower, its Subsidiaries and joint ventures in the ordinary course of businessgrants pursuant thereto (viii) Restricted Payments permitted under Section 6.06, (lix) transactions guarantee fees or similar payments in respect of any Guarantee Agreement and (x) any grant of board nomination rights, registration rights or other governance rights or rights in respect of equity to any seller in connection with landlords, customers, clients, suppliers, joint venture partners or purchasers or sellers an acquisition notwithstanding that immediately following receipt of goods and services, in each case in such rights the ordinary course of business and not otherwise prohibited by this Agreement, (m) transactions effected as a part of a Qualified Receivables Transaction, (n) the provision of services to directors or officers recipient shall have become an Affiliate of the Borrower or any granting person, provided that the recipient shall not have been an Affiliate of its Subsidiaries of the nature provided by the Borrower or any of its Subsidiaries such person immediately prior to customers in the ordinary course of business and (o) transactions approved by the Audit Committee of the Board of Directors of the Borrower in accordance with the Borrower’s policy regarding related party transactions in effect from time to timesuch grant.

Transactions with Affiliates. The Each Borrower will not, and will not permit any of its Restricted Subsidiaries to, sell, lease : (a) sell or otherwise transfer any Property property or assets to, or purchase, lease purchase or otherwise acquire any Property property or assets from, or otherwise engage in any other transactions transaction with, any of its Affiliates, except unless such transaction is (ai) at prices and on otherwise expressly permitted (or required) with such Affiliates or holders under this Agreement or (ii) upon terms and conditions substantially as no less favorable to the Dutch Borrower or such Subsidiary (in the good faith determination of the Borrower) Restricted Subsidiary, as applicable, than would reasonably be obtained on an in a comparable arm’s-length basis from unrelated third parties, transaction with a Person that is not an Affiliate; provided that this clause (a)(ii) shall not apply to the payment to any Permitted Holder of the monitoring and management and transaction fees and expenses referred to in paragraph (b) below or fees and expenses payable on the Effective Date. Notwithstanding the foregoing, to the extent otherwise permitted under this Agreement, none of the following shall be prohibited by this Section 6.07(a): (i) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, equity purchase agreements, deferred compensation agreements, stock options and stock ownership plans or similar employee benefit plans approved by the Board of Directors of the Dutch Borrower; (ii) loans or advances to employees of the Dutch Borrower or any of the Restricted Subsidiaries in accordance with Section 6.04(e); (iii) transactions between or among the Dutch Borrower and its the Restricted Subsidiaries and any entity that becomes a Subsidiary as a result of such transaction not involving any other Affiliate, transactions among the Restricted Subsidiaries; (civ) the payment of customary compensation fees and benefits and reimbursements of out-of-pocket costs to, and the provision of indemnity on behalf of, indemnities to directors, officers, consultants, employees and members consultants of the Boards of Directors of Dutch Borrower and the Borrower or such Subsidiary, (d) loans and advances to officers, directors, consultants and employees Restricted Subsidiaries in the ordinary course of business, ; (ev) Restricted Payments and other payments permitted under Section 6.04, [Reserved]; (fvi) employment, incentive, benefit, consulting and severance arrangements entered into (i) in the ordinary course of business or (ii) transactions set forth in Schedule 6.06, in each case, with officers, directors, consultants the Agreed Structure Memorandum and employees of the Borrower or its Subsidiaries, (g) the transactions pursuant to the agreements set forth in Schedule 6.06 or any amendment thereto to the extent such an amendment, taken as a whole, is not adverse to the Lenders in any material respect (as determined in good faith by the Borrower), (h) the payment of all fees and expenses related to the Transactions, as described herein or contemplated by the Agreed Structure Memorandum; (ivii) any employment agreements entered into by the issuance Dutch Borrower or any of Qualified the Restricted Subsidiaries in the ordinary course of business; (viii) transactions permitted by, and complying with the provisions of, Section 6.05; (ix) transactions permitted by, and complying with the provisions of, Section 6.06; (x) any purchase by any Permitted Holder or any director, officer, employee or consultant of the Dutch Borrower of Equity Interests of the Borrower Dutch Borrower; (xi) provided no Event of Default shall have occurred and the granting of registration be continuing or other customary rights in connection therewithwould result therefrom, (j) the existence of, and the performance payments by the Dutch Borrower or any Subsidiary of its obligations under the terms ofRestricted Subsidiaries to any Permitted Holder made for any customary financial advisory, any limited liability company agreementfinancing, limited partnership underwriting or placement services or in respect of other organizational document investment banking activities, including in connection with acquisitions or securityholders agreement divestitures, which payments are approved by the majority of the Board of Directors of the Dutch Borrower, in good faith; (including any registration rights agreement xii) payments or purchase agreement related theretoloans (or cancellation of loans) to which it is a party on employees or consultants that are (A) made in the Closing Date ordinary course of business of the Dutch Borrower and which is set forth on Schedule 6.06(B) otherwise permitted under this Agreement; (xiii) transactions with Wholly Owned Subsidiaries for the purchase or sale of goods, products, parts and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement services entered into after in the Closing Date shall only be permitted by this Section 6.06(jordinary course of business in a manner consistent with past practice; (xiv) any transaction in respect of which the Dutch Borrower delivers to the extent not more adverse Administrative Agent (for delivery to the interest Lenders) a letter addressed to the Board of Directors of the Lenders Dutch Borrower from an accounting, appraisal or investment banking firm, in any material respect when taken as a whole each case of nationally recognized standing that is (A) in the good faith determination of the BorrowerDutch Borrower qualified to render such letter and (B) reasonably satisfactory to the Administrative Agent, which letter states that such transaction is on terms that are no less favorable to the Dutch Borrower or such Restricted Subsidiary, as applicable, than would be obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate; (xv) subject to paragraph (b) below, the payment of any of such documents and agreements fees to any Permitted Holder to the extent contemplated by the Agreed Structure Memorandum or as in effect on the Closing Date, otherwise permitted by Section 6.07(b); (k) consulting services to joint ventures in the ordinary course of business and any other transactions between or among the Borrower, its Subsidiaries and joint ventures in the ordinary course of business, (lxvi) transactions with landlords, customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and or services, in each case in the ordinary course of business and not otherwise prohibited by in compliance with the terms of this Agreement, Agreement that are fair to the Dutch Borrower or the Restricted Subsidiaries; (mxvii) transactions effected as a part with joint ventures for the purchase or sale of a Qualified Receivables Transactiongoods, (n) the provision of equipment and services to directors or officers of the Borrower or any of its Subsidiaries of the nature provided by the Borrower or any of its Subsidiaries to customers entered into in the ordinary course of business and in a manner consistent with past practice; (oxviii) [Reserved]; (xix) transactions between the Dutch Borrower or any of its Restricted Subsidiaries and any Person that is an Affiliate solely by virtue of having a director who is also a director of the Dutch Borrower or any direct or indirect parent company of the Dutch Borrower, provided, however, that such director abstains from voting as a director of the Dutch Borrower or such direct or indirect parent company, as the case may be, on any matter involving such other Person; (xx) intercompany transactions for the purpose of improving the consolidated tax efficiency of the Dutch Borrower and the Restricted Subsidiaries; (xxi) the termination of management agreements and payments in connection therewith at the net present value of future payments; (xxii) [Reserved]; (xxiii) entering into tax sharing agreements or arrangements approved by the Audit Committee of the Board of Directors of the Dutch Borrower; (xxiv) any agreements or arrangements between a third party and an Affiliate of the Dutch Borrower that are acquired or assumed by the Dutch Borrower or any Restricted Subsidiary in accordance connection with an acquisition or merger of such third party (or assets of such third party) by or with the Borrower’s policy regarding related party transactions Dutch Borrower or any Restricted Subsidiary; provided that (A) such acquisition or merger is permitted under this Agreement and (B) such agreements or arrangements are not entered into in effect from time contemplation of such acquisition or merger or otherwise for the purpose of avoiding the restrictions imposed by this Section 6.07; and (xxv) any contribution to timethe capital of the Dutch Borrower by its equityholders.

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease (a) Sell or otherwise transfer any Property property or assets to, or purchase, lease purchase or otherwise acquire any Property property or assets from, or otherwise engage in any other transactions transaction with, any of its Affiliates, unless such transaction is (i) otherwise permitted (or required) under this Agreement and (ii) except with respect to any Investments permitted by Section 6.04, upon terms no less favorable to the Borrowers or such Restricted Subsidiary, as applicable, than would be obtained in a comparable arm’s-length transaction with a person that is not an Affiliate. Any transaction or series of related transactions involving the payment of less than $2.5 million with any such Affiliate shall be deemed to have satisfied the standard set forth in clause (ii) above if such transaction is approved by a majority of the Disinterested Directors of the board of managers (or equivalent governing body) of any Parent Entity, the Borrowers or such Restricted Subsidiary. (b) The foregoing paragraph (a) at prices shall not prohibit, (i) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and on terms and conditions substantially as favorable stock ownership plans approved by the board of directors (or equivalent governing body) of any Parent Entity, (ii) loans or advances to the directors, officers, employees, members of management or consultants of Parent, any Borrower or such Subsidiary any of its Subsidiaries permitted or not prohibited by Section 6.04, (in the good faith determination of the Borrower) as would reasonably be obtained on an arm’s-length basis from unrelated third parties, (biii) transactions between or among the Lead Borrower, the Borrower and any of its Subsidiaries and any entity that becomes a Subsidiary as a result of such transaction Subsidiaries, in each case otherwise permitted or not involving any other Affiliate, prohibited by the Loan Documents, (civ) the payment of customary compensation fees, expenses and benefits and reimbursements of out-of-pocket costs to, and the provision of indemnity on behalf of, indemnities to directors, officers, consultantsemployees, employees and members of management or consultants of any Parent Entity, any Borrower and the Boards of Directors of the Borrower or such Subsidiary, (d) loans and advances to officers, directors, consultants and employees Restricted Subsidiaries in the ordinary course of business, , (ev) Restricted Payments permitted agreements in existence on the Closing Date and other payments permitted under Section 6.04, (f) employment, incentive, benefit, consulting and severance arrangements entered into (i) in the ordinary course of business or (ii) set forth in on Schedule 6.06, in each case, with officers, directors, consultants and employees of the Borrower or its Subsidiaries, (g) the transactions pursuant to the agreements set forth in Schedule 6.06 6.07 or any amendment thereto to the extent such an amendment, taken as a whole, amendment is not adverse to the Lenders in any material respect respect, (as determined in good faith vi) (A) any employment or severance agreements or arrangements entered into by the Borrower), (h) the payment of fees and expenses related to the Transactions, (i) the issuance of Qualified Equity Interests of the Borrower and the granting of registration or other customary rights in connection therewith, (j) the existence of, and the performance by the any Borrower or any Subsidiary of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the Borrower) than any of such documents and agreements as in effect on the Closing Date, (k) consulting services to joint ventures in the ordinary course of business and any other transactions between or among the Borrower, its Restricted Subsidiaries and joint ventures in the ordinary course of business, (lB) any subscription agreement or similar agreement pertaining to the repurchase of Equity Interests pursuant to put/call rights or similar rights with employees, officers, directors, members of management or consultants, and (C) any employee compensation, benefit plan or arrangement, any health, disability or similar insurance plan which covers employees, and any reasonable employment contract or arrangement and transactions pursuant thereto, (vii) Restricted Payments permitted under Section 6.06, (viii) any purchase by Parent of or contributions to, the equity capital of the Borrower, (ix) so long as (x) no Event of Default then exists or would result therefrom and (y) after giving effect to such payment the Borrowers are in Pro Forma Compliance, payments by any Borrower or any of the Restricted Subsidiaries to the Permitted Investors (or any of their affiliates) made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including in connection with acquisitions or divestitures, which payments are approved by the majority of the board of directors (or equivalent governing body) of such Borrower, in good faith; provided that such fees may be accrued during such Event of Default or while the Borrowers are not in Pro Forma Compliance and may be paid when no Event of Default exists or would result therefrom subject to Pro Forma Compliance. (x) transactions with landlordsamong the Borrowers and the Restricted Subsidiaries for the purchase or sale of goods, customersproducts, clients, suppliers, joint venture partners or purchasers or sellers of goods parts and services, in each case services entered into in the ordinary course of business business, (xi) any transaction in respect of which a Borrower delivers to the Administrative Agent (for delivery to the Lenders) a letter addressed to the board of directors (or equivalent governing body) of such Borrower from an accounting, appraisal or investment banking firm, in each case of nationally recognized standing, which letter states that such transaction is on terms that are no less favorable to such Borrower or such Subsidiary, as applicable, than would be obtained in a comparable arm’s-length transaction with a person that is not an Affiliate, (xii) the Transactions, including the payment of all fees, expenses, bonuses and not otherwise prohibited awards (including Transaction Costs) related to the Transactions, (xiii) Guarantees permitted by this Agreement, Section 6.01, (mxiv) the issuance and sale of Qualified Capital Stock or Permitted Debt Securities, (xv) transactions effected as a part with customers, clients, suppliers or Joint Ventures for the purchase or sale of a Qualified Receivables Transaction, (n) the provision of goods and services to directors or officers of the Borrower or any of its Subsidiaries of the nature provided by the Borrower or any of its Subsidiaries to customers entered into in the ordinary course of business business, (xvi) so long as (x) no Event of Default then exists or would result therefrom and (oy) transactions approved by after giving effect to such payment, the Audit Committee Borrowers are in Pro Forma Compliance, the payment of an annual management and monitoring fee to the Permitted Investors (on a proportionate basis to such Permitted Investor’s ownership interest in Parent) in an aggregate amount not to exceed 2.0% of EBITDA of the Board of Directors Lead Borrower for its immediately preceding fiscal year (with any unpaid amounts permitted to be carried forward and paid in any of the next two immediately succeeding fiscal years so long as no Event of Default shall then exist or result therefrom); provided that such fees may be accrued during such Event of Default or while the Borrowers are not in Pro Forma Compliance and may be paid when no Event of Default exists or would result therefrom subject to Pro Forma Compliance, and (xvii) the indemnification of directors, officers, employees, members of management or consultants of any Parent Entity, any Borrower and its Subsidiaries in accordance with the Borrower’s policy regarding related party transactions in effect from time to timecustomary practice.

Transactions with Affiliates. (a) The Borrower will Company shall not, and will shall not permit any of its Restricted Subsidiaries to, selldirectly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or otherwise transfer exchange of any Property toproperty or asset or the rendering of any service) with any Affiliate of the Company (an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $10.0 million, or purchaseunless: (1) the terms of such Affiliate Transaction are not materially less favorable, lease or otherwise acquire any Property fromwhen taken as a whole, or otherwise engage in any other transactions with, any of its Affiliates, except (a) at prices and on terms and conditions substantially as favorable to the Borrower Company or such Restricted Subsidiary, as the case may be, than those that could have been obtained by the Company or such Restricted Subsidiary in a comparable transaction at the time of such transaction in arms’-length dealings with a Person that is not an Affiliate, as determined by the Company in good faith; and (2) in the good faith determination event such Affiliate Transaction involves an aggregate consideration in excess of $25.0 million, the terms of such transaction have been approved by a majority of the Borrower) as would reasonably be obtained on an arm’s-length basis from unrelated third parties, members of the Board of Directors of the Company. (b) transactions Section 4.14(a) shall not apply to: (1) any transaction between the Company and a Restricted Subsidiary or between or among the Borrower and its Restricted Subsidiaries and (or, in any case, any entity that becomes a Restricted Subsidiary as a result of such transaction not involving transaction) and any other Affiliate, (c) Guarantees issued by the payment of customary compensation and benefits and reimbursements of out-of-pocket costs to, and Company or a Restricted Subsidiary for the provision of indemnity on behalf of, directors, officers, consultants, employees and members benefit of the Boards of Directors of the Borrower Company or such a Restricted Subsidiary, as the case may be, in accordance with Section 4.09; (d) loans and advances to officers, directors, consultants and employees in the ordinary course of business, (e2) Restricted Payments and other permitted to be made pursuant to Section 4.08 or Permitted Investments; (3) transactions or payments permitted under Section 6.04pursuant to any employee, (f) employmentofficer or director compensation or benefit plans, incentiveemployment agreements, benefit, consulting and severance agreements or any similar arrangements entered into (i) in the ordinary course of business (whether or not consistent with past practice) or approved by the Board of Directors of the Company; (ii4) set forth in Schedule 6.06the payment of reasonable fees to, and indemnities and reimbursements provided on behalf of, current, future or former officers, directors, employees or consultants of the Company or any Restricted Subsidiary; (5) loans, advances or Guarantees (or cancellation of loans, advances or Guarantees) to current, future or former officers, directors, employees or consultants of the Company or any Restricted Subsidiary that, in each case, with officers, directors, consultants and employees are approved by a majority of the Borrower or its Subsidiaries, disinterested members of the Board of Directors of the Company; (g6) the transactions effected pursuant to any agreement as in effect as of the Issue Date, as these agreements set forth may be amended, modified, supplemented, extended or renewed from time to time, so long as any such amendment, modification, supplement, extension or renewal is not, in Schedule 6.06 or any amendment thereto the good faith judgment of the Company, materially more disadvantageous to the extent such an amendmentHolders, when taken as a whole, than the terms of the agreements in effect on the Issue Date; (7) any agreement between any Person and an Affiliate of such Person existing at the time such Person is acquired by or merged into the Company or a Restricted Subsidiary; provided that such agreement was not adverse entered into in contemplation of such acquisition or merger, as these agreements may be amended, modified, supplemented, extended or renewed from time to time, so long as any such amendment, modification, supplement, extension or renewal is not, in the good faith judgment of the Company, materially more disadvantageous to the Lenders in any material respect (as determined in good faith by the Borrower)Holders, (h) the payment of fees and expenses related to the Transactions, (i) the issuance of Qualified Equity Interests of the Borrower and the granting of registration or other customary rights in connection therewith, (j) the existence of, and the performance by the Borrower or any Subsidiary of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in whole, than the good faith determination terms of the Borrower) than any of such documents and agreements as applicable agreement in effect on the Closing Date, date of such acquisition or merger; (k) consulting services to joint ventures in the ordinary course of business and any other transactions between or among the Borrower, its Subsidiaries and joint ventures in the ordinary course of business, (l) 8) transactions with landlords, customers, clients, suppliers, contractors, joint venture partners or purchasers or sellers of goods and or services, in each case in the ordinary course of business or that are consistent with past practice of the Company and not its Restricted Subsidiaries and otherwise prohibited by in compliance with the terms of this AgreementIndenture; (9) any grant, issuance or sale of Capital Stock (mother than Disqualified Stock) to Affiliates of the Company and the granting of registration and other customary rights in connection therewith; (10) transactions effected as a part of a Qualified Receivables Transaction, (n) in which the provision of services to directors or officers of the Borrower Company or any of its Subsidiaries Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an accounting, appraisal or investment banking firm stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable, when taken as a whole, to the Company or the relevant Restricted Subsidiary than those that could have been obtained by the Company or the relevant Restricted Subsidiary in a comparable transaction at the time of such transaction in arms’-length dealings with a Person that is not an Affiliate; (11) transactions with Affiliates solely in their capacity as holders of Indebtedness or Equity Interests of the nature provided by Company, where such Affiliates receive the Borrower same consideration as non-Affiliates in such transaction; (12) transactions with any joint venture in which the Company or any of its Subsidiaries to customers Restricted Subsidiary holds or acquires an ownership interest in the ordinary course of business and (owhether or not consistent with past practice) transactions approved by so long as the Audit Committee terms of any such transactions, in the good faith judgment of the Board of Directors of Company, are not materially less favorable, taken as a whole, to the Borrower in accordance with Company or such Restricted Subsidiary than they are to the Borrower’s policy regarding related party transactions in effect from time to timeother joint venture partners; and (13) [Reserved].

Transactions with Affiliates. The Borrower will notEnter into or permit to exist any transaction or series of transactions with any officer, and will not permit any director or Affiliate of its Subsidiaries to, sell, lease or otherwise transfer any Property to, or purchase, lease or otherwise acquire any Property from, or otherwise engage in any such Person other transactions with, any of its Affiliates, except than (a) at prices advances of working capital to any Loan Party, (b) transfers of cash and assets to any Loan Party, (c) intercompany transactions and transactions with officers, directors, or Affiliates of the Borrower and its Subsidiaries in each case expressly permitted by Section 7.02, Section 7.03, Section 7.04, Section 7.05 or Section 7.06, (d) except as otherwise specifically limited in this Agreement, other transactions which are entered into on fair and reasonable terms and conditions substantially as favorable to the Borrower or such Subsidiary (in the good faith determination of the Borrower) Person as would reasonably be obtained on obtainable by it in a comparable arm’s length transaction with a Person other than an arm’s-length basis from unrelated third partiesofficer, director or Affiliate, (be) transactions between or among the Borrower Loan Parties and its transactions between or among Subsidiaries and any entity that becomes a Subsidiary as a result of such transaction are not involving any other Affiliate, (c) the payment of customary compensation and benefits and reimbursements of out-of-pocket costs to, and the provision of indemnity on behalf of, directors, officers, consultants, employees and members of the Boards of Directors of the Borrower or such Subsidiary, (d) loans and advances to officers, directors, consultants and employees in the ordinary course of business, (e) Restricted Payments and other payments permitted under Section 6.04Loan Parties, (f) employment, incentive, benefit, consulting and severance arrangements entered into (i) in the ordinary course of business or (ii) transactions set forth in Schedule 6.06on, in each case, with officers, directors, consultants and employees of the Borrower or its Subsidiaries, (g) the transactions pursuant to the agreements set forth in on, Schedule 6.06 7.08 or any amendment thereto to the extent such an amendment, taken as a whole, amendment is not adverse to the Lenders in any material respect respect; (as determined in good faith by the Borrower)g) employment, (h) the payment of fees severance, benefit, equity award, equity option, and expenses related to the Transactions, (i) the issuance of Qualified Equity Interests of other similar compensation or benefit plans or arrangements between the Borrower and its Subsidiaries, on the granting of registration or other customary rights in connection therewith, (j) the existence ofone hand, and the performance by the Borrower or any Subsidiary of its obligations under the terms oftheir respective officers, any limited liability company agreementemployees, 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 directors and consultants, on the Closing Date and which is set forth on Schedule 6.06other hand, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the Borrower) than any of such documents and agreements as in effect on the Closing Date, (k) consulting services to joint ventures in the ordinary course of business and any other transactions between or among the Borrower, its Subsidiaries and joint ventures in the ordinary course of business, (lh) transactions with landlordsthe payment of customary fees and reasonable out of pocket costs to, customersand indemnities provided on behalf of, clientsdirectors, suppliersofficers, joint venture partners or purchasers or sellers consultants and employees of goods the Borrower and services, in each case its Subsidiaries in the ordinary course of business and not otherwise prohibited by this Agreement, (m) transactions effected as a part of a Qualified Receivables Transaction, (n) to the provision of services extent attributable to directors the ownership or officers operation of the Borrower or any of and its Subsidiaries of the nature provided by and (i) customary transfer pricing arrangements between or among the Borrower or any of and its Subsidiaries to customers in the ordinary course of business and (o) transactions approved by the Audit Committee of the Board of Directors of the Borrower in accordance with the Borrower’s policy regarding related party transactions in effect from time to timebusiness.

Transactions with Affiliates. The Borrower A Loan Party will not, and will not permit any of its Subsidiaries to, sell, lease enter into or otherwise transfer any Property to, or purchase, lease or otherwise acquire any Property from, or otherwise engage in any other transactions withmaterial transaction (including any sale, lease, transfer, purchase or acquisition of property or assets) with any of its Affiliates, except (a) at prices and on terms and conditions conditions, taken as a whole, that are substantially as no less favorable to the Borrower such Loan Party or such Subsidiary (in the good faith determination of the Borrower) as would reasonably could be obtained on an arm’s-length basis from unrelated third partiesparties (or, (b) transactions between or among if in the Borrower and its Subsidiaries and any entity that becomes a Subsidiary as a result good faith judgment of such transaction not involving any other Affiliate, (c) the payment General Partner’s board of customary compensation and benefits and reimbursements of out-of-pocket costs to, and the provision of indemnity on behalf of, directors, officersno comparable transaction is available with which to compare any such transaction, consultants, employees and members of the Boards of Directors of the Borrower or such Subsidiary, (d) loans and advances to officers, directors, consultants and employees in the ordinary course of business, (e) Restricted Payments and other payments permitted under Section 6.04, (f) employment, incentive, benefit, consulting and severance arrangements entered into (i) in the ordinary course of business or (ii) set forth in Schedule 6.06, in each case, with officers, directors, consultants and employees of the Borrower or its Subsidiaries, (g) the transactions pursuant to the agreements set forth in Schedule 6.06 or any amendment thereto to the extent such an amendmenttransaction, taken as a whole, is not adverse otherwise fair to the Lenders in any material respect (as determined in good faith by the Borrowersuch Loan Party or such Subsidiary), (h) the payment of fees and expenses related to the Transactions, (i) the issuance of Qualified Equity Interests of the Borrower and the granting of registration or other customary rights in connection therewith, (j) the existence of, and the performance by the Borrower or any Subsidiary of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, ; provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment foregoing restriction shall not apply to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j(a) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the Borrower) than any of such documents and agreements as in effect on the Closing Date, (k) consulting services to joint ventures in the ordinary course of business and any other transactions between or among the Borrower, its Loan Parties and Wholly Owned Subsidiaries and joint ventures in the ordinary course of business, not involving any non-Wholly Owned Subsidiaries; (lb) transactions with landlords, customers, clients, suppliers, joint venture partners involving any employee benefit plans or purchasers or sellers of goods and services, in each case in the ordinary course of business and not otherwise prohibited by this Agreement, (m) transactions effected as a part of a Qualified Receivables Transaction, (n) the provision of services to directors or officers related trusts of the Borrower or any of its Subsidiaries Subsidiaries; (c) transactions pursuant to any contract or agreement outstanding as of the nature Closing Date and listed on Schedule 6.04 (as such Schedule may be updated on or prior to the Closing Date in accordance with Section 4.02(l)); (d) the payment of reasonable compensation, fees and expenses to, and indemnity provided by the Borrower on behalf of, directors and officers of such Loan Party or any of its Subsidiaries in the ordinary course of business; (e) the Specified IPO Transactions and transactions occurring on or about the Closing Date related to customers the Transactions; (f) transactions entered into with MPC and its Subsidiaries in the ordinary course of business on terms and conditions that are fair and reasonable, taking into account the totality of the relationship between the Parent Guarantor and the Subsidiaries, on the one hand, and MPC and its Subsidiaries, on the other; and (og) transactions approved by the Audit Conflicts Committee of the Board of Directors (or equivalent governing body) of the Borrower in accordance with General Partner (or the Borrower’s policy regarding related party transactions in effect from time equivalent successor body to timesuch Conflicts Committee).

Transactions with Affiliates. The Borrower will notExcept for transactions between or among Loan Parties, and will not permit any of its Subsidiaries to, sell, lease sell or otherwise transfer any Property property or assets to, or purchase, lease purchase or otherwise acquire any Property property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except unless such transaction is (a) at prices otherwise permitted under this Agreement and on (b) upon fair and reasonable terms and conditions substantially as no less favorable to the Borrower or such Subsidiary (than it would obtain in the good faith determination of the Borrower) as would reasonably be obtained on a comparable arm’s length transaction with a Person that is not an arm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its Subsidiaries and any entity that becomes a Subsidiary as a result of such transaction not involving any other Affiliate, (c) except that the payment of customary compensation and benefits and reimbursements of out-of-pocket costs to, and the provision of indemnity on behalf of, directors, officers, consultants, employees and members of the Boards of Directors of the Borrower or such Subsidiary, (d) loans and advances to officers, directors, consultants and employees in the ordinary course of business, (e) Restricted Payments and other payments permitted under Section 6.04, (f) employment, incentive, benefit, consulting and severance arrangements entered into following shall be permitted: (i) in the ordinary course of business or (ii) set forth in Schedule 6.06, in each case, with officers, directors, consultants and employees of the Borrower or its Subsidiaries, (g) the transactions pursuant to the agreements set forth in Schedule 6.06 or any amendment thereto to the extent such an amendment, taken as a whole, is not adverse to the Lenders in any material respect (as determined in good faith by the Borrower), (h) the payment of fees and expenses related to the Transactions, (i) the issuance of Qualified Equity Interests of the Borrower and the granting of registration or other customary rights in connection therewith, (j) the existence of, and the performance by the Borrower or any Subsidiary of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the Borrower) than any of such documents and agreements as in effect on the Closing Date, (k) consulting services to joint ventures in the ordinary course of business and any other transactions between or Indebtedness among the Borrower, its Subsidiaries and joint ventures in the ordinary course of business, (l) transactions with landlords, customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and not otherwise prohibited by this Agreement, (m) transactions effected as a part of a Qualified Receivables Transaction, (n) the provision of services to directors or officers of the Borrower or any of its Subsidiaries may be incurred to the extent permitted under Section 6.01, and Investments may be made to the extent permitted under Section 6.04; (ii) customary fees for director and officer insurance, travel expenses and indemnities may be paid to directors, managers or consultants of the nature provided by any Loan Party; (iii) any transaction among the Borrower or any of and its Subsidiaries to customers expressly permitted under this Agreement; (iv) directors’, officers’ and employee compensation (including bonuses and other compensation) and other benefits (including retirement, health, stock option and other benefit plans) and indemnification arrangements, in the ordinary course of business and (o) transactions each case approved by the Audit Committee of the Board of Directors of the Borrower in accordance with or the Borrower’s policy regarding related party relevant Subsidiary or no less favorable to the Borrower or the relevant Subsidiary, as the case may be, than what would have been obtained at the relevant time from Persons who are not a Affiliates; (v) commercially reasonable and fair allocation of costs among the Parent and its Subsidiaries (including the Borrower and its Subsidiaries), including corporate overhead costs; (vi) Permitted Tax Distributions as permitted pursuant to Section 6.06(a)(v), (vii) distributions and/or sales, liquidations, leases or other Dispositions of any Additional Excluded Assets, (viii) payments made under the Administrative Services Agreement and (ix) transactions in effect from time to timedescribed on Schedule 6.07 annexed hereto.

Transactions with Affiliates. The Borrower Borrowers will not, and will not permit any of its Subsidiaries Subsidiary to, sellenter into any transaction or series of transactions with any Affiliate (other than, lease or otherwise transfer any Property to, or purchase, lease or otherwise acquire any Property from, or otherwise engage in any other transactions withthe case of the Borrowers, any Subsidiary, and in the case of its Affiliatesa Subsidiary, the Borrowers or another Subsidiary) (each, an “Affiliate Transaction”), except (a) at prices agreements and on terms transactions with and conditions substantially as favorable to the Borrower or such Subsidiary (in the good faith determination of the Borrower) as would reasonably be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its Subsidiaries and any entity that becomes a Subsidiary as a result of such transaction not involving any other Affiliate, (c) the payment of customary compensation and benefits and reimbursements of out-of-pocket costs to, and the provision of indemnity on behalf of, directors, officers, consultants, employees and members of the Boards of Directors of the Borrower or such Subsidiary, (d) loans and advances payments to officers, directors, consultants directors and employees in the ordinary course of business, (e) Restricted Payments and other payments permitted under Section 6.04, (f) employment, incentive, benefit, consulting and severance arrangements entered into shareholders that are either (i) in the ordinary course of business or (ii) set forth in Schedule 6.06, in each case, with officers, directors, consultants and employees of the Borrower or its Subsidiaries, (g) the transactions pursuant to the agreements set forth in Schedule 6.06 or any amendment thereto to the extent such an amendment, taken as a whole, is not adverse to the Lenders in any material respect (as determined in good faith by the Borrower), (h) the payment of fees and expenses related to the Transactions, (i) the issuance of Qualified Equity Interests of the Borrower and the granting of registration or other customary rights in connection therewith, (j) the existence of, and the performance by the Borrower or any Subsidiary of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the Borrower) than any of such documents and agreements as in effect on the Closing Date, (k) consulting services to joint ventures in the ordinary course of business and any other transactions between or among the Borrower, its Subsidiaries and joint ventures in the ordinary course of business, (l) transactions with landlords, customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and not otherwise prohibited by any of the provisions of this Agreement or that are expressly permitted by the provisions of this Agreement, or (mii) transactions effected as a part entered into outside the ordinary course of a Qualified Receivables Transactionbusiness, approved by the directors or shareholders of the Borrowers, and not prohibited by any of the provisions of this Agreement or in violation of any law, rule or regulation, and unless (ni) the provision of services to directors or officers of the Borrower or any of its Subsidiaries of the nature provided by the Borrower or any of its Subsidiaries to customers transaction is entered into in the ordinary course of business and pursuant to the reasonable requirements of such Borrower’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to such Borrower or such Subsidiary than would be obtained in a comparable arm’s-length transaction with a Person other than an Affiliate, (oii) transactions in the event such Affiliate Transaction involves an aggregate consideration in excess of $5,000,000, the terms of such transaction have been approved by a majority of the Audit Committee members of the Board of Directors of GII and by a majority of the Borrower disinterested directors, if any (and such majority or majorities, as the case may be, determines that such transaction satisfies the requirements set forth in accordance with clause (i) hereof), and (iii) in the Borrower’s policy regarding related party transactions event such Affiliate Transaction involves an aggregate consideration in effect excess of $10,000,000, GII has received a written opinion from an independent investment banking, accounting or appraisal firm of nationally recognized standing that such Affiliate Transaction is either (x) not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate or (b) fair to timethe Borrowers or such Subsidiary, as the case may be, from a financial point of view.

Transactions with Affiliates. The Borrower will shall not, and will not nor shall it permit any Restricted Subsidiary to, enter into any contract, agreement or business arrangement with any of its Affiliates (other than between or among the Borrower and/or its Restricted Subsidiaries to, sell, lease or otherwise transfer including any Property to, or purchase, lease or otherwise acquire any Property from, or otherwise engage in any other transactions with, any entity that becomes a Restricted Subsidiary as a result of its Affiliatessuch transaction), except (a) at prices and on terms and conditions substantially as that are not materially less favorable to the Borrower or such Restricted Subsidiary (in the good faith determination of the Borrower) as would reasonably be have been obtained on an in a comparable arm’s-length basis from unrelated third parties, transaction with a Person that is not an Affiliate; provided that the foregoing restrictions shall not apply to: (a) individual transactions with an aggregate value of less than $30 million; (b) transactions permitted by Sections 6.17 and 6.18; (c) the issuance of capital stock or other Equity Interests of the Borrower or other payment to the management of the Borrower or any of its Restricted Subsidiaries in connection with the Transactions, pursuant to arrangements described in the following clause (e), or otherwise to the extent permitted under this Article 6; (d) employment and severance arrangements and health, disability and similar insurance or benefit plans between or among the Borrower and its the Restricted Subsidiaries and any entity that becomes a Subsidiary their respective directors, officers, employees (including management and employee benefit plans or agreements, 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 or directors and stock option or incentive plans and other compensation arrangements) in the ordinary course of business or as a result otherwise approved by the board of such transaction not involving any other Affiliate, directors (cor similar governing body) of the Borrower; (e) the payment of customary compensation fees and benefits and reimbursements of reasonable out-of-pocket costs to, and the provision of indemnity indemnities provided on behalf of, directors, officersmanagers, consultants, officers and employees and members of the Boards of Directors of the Borrower or such Subsidiary, (d) loans and advances to officers, directors, consultants and employees the Restricted Subsidiaries in the ordinary course of business, (e) Restricted Payments and other payments permitted under Section 6.04, ; (f) employmenttransactions with joint ventures for the purchase and sale of goods, incentive, benefit, consulting and severance arrangements equipment or services or use of equipment or services entered into (i) in the ordinary course of business or (ii) set forth in Schedule 6.06, in each case, with officers, directors, consultants and employees of the Borrower or its Subsidiaries, business; (g) the transactions pursuant to any binding agreement or commitment or executed agreement in existence on the agreements Closing Date and on the Escrow Release Date as set forth in on Schedule 6.06 or 6.11 and any amendment thereto to the extent such an amendmentamendment is not adverse, taken as a whole, is not adverse to the Lenders in any material respect (as determined in good faith by the Borrower), (h) the payment of fees and expenses related compared to the Transactions, (i) the issuance of Qualified Equity Interests of the Borrower and the granting of registration or other customary rights in connection therewith, (j) the existence of, and the performance by the Borrower or any Subsidiary of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders applicable agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the Borrower) than any of such documents and agreements as in effect on the Closing Date and on the Escrow Release Date or as to be in effect on the Escrow Release Date, as applicable; (h) [reserved]; (i) loans and other transactions among the Borrower and its Subsidiaries to the extent permitted under this Article 6; provided that any Indebtedness of any Loan Party owed to a Subsidiary that is not a Loan Party shall be subordinated in right of payment to the Obligations (it being understood that payments shall be permitted thereon unless an Event of Default has occurred and is continuing); (j) payments or loans (or cancellation of loans) to directors, officers, employees, members of management or consultants of the Borrower or any of its Restricted Subsidiaries which are approved by a majority of the board of directors of the Borrower in good faith; (k) consulting services to joint ventures in the ordinary course of business and any other transactions between or among the Borrower, its Subsidiaries and joint ventures in the ordinary course of business, Transactions; (l) payments to or from, and any transactions (including without limitation, any cash management activities related thereto) with, (x) Flash Partners Ltd., Flash Alliance Ltd., Flash Forward Ltd. or any other joint venture with Toshiba Corporation (or one of its Affiliates) or (y) other joint ventures or similar entities which would be subject to this Section 6.11 solely because the Borrower or a Restricted Subsidiary owns an equity interest in or otherwise controls such Person; (m) transactions with landlords, customers, clients, suppliers, joint venture partners suppliers or purchasers or sellers of goods and 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 not otherwise prohibited by in compliance with the terms of this Agreement, (m) transactions effected which are fair to Borrower and the Restricted Subsidiaries in the reasonable determination of the senior management of Borrower, or are on terms at least as a part of a Qualified Receivables Transaction, favorable as might reasonably have been obtained at such time from an unaffiliated party; and (n) the provision any other transaction with an Affiliate, which is approved by a majority of services to directors or officers disinterested members of the Borrower board of directors (or any of its Subsidiaries of the nature provided by the Borrower or any of its Subsidiaries to customers in the ordinary course of business and (oequivalent governing body) transactions approved by the Audit Committee of the Board of Directors of the Borrower in accordance with the Borrower’s policy regarding related party transactions in effect from time to timegood faith.

Transactions with Affiliates. The Borrower will Borrowers and the Subsidiary Guarantors shall not, and will not nor shall they permit any of its their Subsidiaries toto enter into or permit to exist any transaction (including the purchase, sellsale, lease or otherwise transfer exchange of any Property to, property or purchase, lease or otherwise acquire the rendering of any Property from, or otherwise engage in any other transactions with, service) with any of its Affiliatestheir Affiliates on terms that are less favorable to such Borrower or such Subsidiary, except as the case may be, than those that might be obtained at the time in a comparable arm’s-length transaction from a Person who is not an Affiliate; provided that the foregoing restriction shall not apply to: (a) at prices and on terms and conditions substantially as favorable to the extent permitted or not restricted by this Agreement, any transaction between or among either Borrower and/or one or such Subsidiary (more Subsidiaries entered into in the good faith determination ordinary course of the Borrower) as would reasonably be obtained on an arm’s-length basis from unrelated third parties, business consistent with past practice; (b) transactions between or among the Borrower reasonable and its Subsidiaries customary fees, indemnities and any entity that becomes a Subsidiary as a result of such transaction not involving any other Affiliate, (c) the payment of customary compensation and benefits and reimbursements of reasonable out-of-pocket costs to, and the provision of indemnity on behalf of, directors, officers, consultants, employees and expenses paid to members of the Boards board of Directors directors (or similar governing body) of any Holding Company, the Borrowers and their Subsidiaries in the ordinary course of business and, in the case of payments to any Holding Company, to the extent attributable to the operations of the Borrower or such SubsidiaryAgent and its Subsidiaries; (c) subject to Section 6.19 and in each case in accordance with the Approved Budget (subject to permitted variances), (di) loans and advances to any employment, severance agreements or compensatory (including profit sharing) arrangements entered into by either Borrower or any of the Subsidiaries with their respective current or former officers, directors, members of management, employees, consultants and employees or independent contractors in the ordinary course of business, (e) Restricted Payments and other payments permitted under Section 6.04, (f) employment, incentive, benefit, consulting and severance arrangements entered into (i) in the ordinary course of business or (ii) set forth in Schedule 6.06, in each case, 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, employees, consultants or independent contractors and (iii) transactions pursuant to any employee compensation, benefit plan, stock option plan or arrangement, any health, disability or similar insurance plan which covers employees of the Borrower or its Subsidiariesany employment contract or arrangement; (d) (x) transactions permitted by Sections 6.01(bb), 6.05 and 6.07(m); (ge) the transactions pursuant to in existence on the agreements set forth in Closing Date and described on Schedule 6.06 or 6.11 and any amendment thereto to the extent such an amendment, taken as a whole, amendment is not adverse to the Lenders in any material respect respect; (f) the “Intercompany Transactions” as determined defined and approved in, and in good faith by accordance with, the Borrower), Cash Management Order; (g) [Reserved]; (h) [Reserved]; (i) [Reserved]; (j) [Reserved]; (k) the payment of fees customary fees, reasonable out of pocket costs to and expenses related to the Transactionsindemnities provided on behalf of, (i) the issuance directors, officers, employees, members of Qualified Equity Interests management, consultants and independent contractors of the Borrower Agent and the granting of registration or other customary rights in connection therewith, (j) the existence of, and the performance by the Borrower or any Subsidiary of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the Borrower) than any of such documents and agreements as in effect on the Closing Date, (k) consulting services to joint ventures Subsidiaries in the ordinary course of business and any other transactions between or among the Borrowerand, its Subsidiaries and joint ventures in the ordinary course case of businesspayments to any Holding Company, to the extent attributable to the operations of the Borrower Agent and its Subsidiaries, in each case consistent with the Approved Budget (subject to permitted variances); (l) transactions with landlords, customers, clients, suppliers, suppliers or joint venture partners ventures for the purchase or purchasers or sellers sale of goods and services, in each case services entered into in the ordinary course of business consistent with past practice, which are fair to the Borrower Agent and not otherwise prohibited by this Agreementits Subsidiaries, in the reasonable determination of the board of directors of the Borrower Agent 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; and (m) transactions effected as a part of a Qualified Receivables Transaction, (n) the provision of services to directors or officers of the Borrower or any of its Subsidiaries of the nature provided by the Borrower or any of its Subsidiaries to customers in the ordinary course of business and (o) transactions approved by the Audit Committee of the Board of Directors of the Borrower in accordance with the Borrower’s policy regarding related party transactions in effect from time to timeIntra-Company Agreements.

Transactions with Affiliates. The Borrower will notEnter into any material transaction of any kind with any Affiliate of a Loan Party or a Subsidiary, whether or not in the ordinary course of business, other than on fair and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any Property to, or purchase, lease or otherwise acquire any Property from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) at prices and on reasonable terms and conditions substantially as favorable to the Borrower Loan Party or such Subsidiary (in the good faith determination of the Borrower) as would reasonably be obtained obtainable by the Loan Party or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, provided that the foregoing restriction shall not apply to: (a) transactions scheduled and identified on an arm’s-length basis from unrelated third parties, Schedule 8.6; (b) transactions between or among the Borrower and its Subsidiaries Loan Parties and any entity of their Wholly-Owned Subsidiaries or between and among Restricted Parties; provided that becomes if one such Restricted Party is not a Subsidiary as a result Loan Party then the Percentage Ownership of each such transaction not involving any other Affiliate, Restricted Party must be equal; (c) the payment of customary compensation and benefits and reimbursements of out-of-pocket costs to, and the provision of indemnity on behalf of, directors, officers, consultants, employees and members of the Boards of Directors of the Borrower any transaction with an Affiliate or such Subsidiary, Subsidiary that constitutes a Permitted Change or is not prohibited by Section 8.4 or Section 8.7; (d) loans and advances to officers, directors, consultants and employees in the ordinary course of business, (e) Restricted Payments and other payments permitted under Section 6.04, (f) employment, incentiveindemnification, benefitand compensation arrangements (including arrangements made with respect to benefits, consulting bonuses and severance arrangements equity-based awards) entered into (i) in the ordinary course of business or (ii) set forth in Schedule 6.06, in each case, with officers, directors, consultants and employees of the Borrower or its Subsidiaries, (g) the transactions pursuant to the agreements set forth in Schedule 6.06 or any amendment thereto to the extent such an amendment, taken as a whole, is not adverse to the Lenders in any material respect (as determined in good faith by the Borrower), (h) the payment of fees and expenses related to the Transactions, (i) the issuance of Qualified Equity Interests of the Borrower and the granting of registration or other customary rights in connection therewith, (j) the existence of, and the performance by the Borrower or any Subsidiary of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the Borrower) than any of such documents and agreements as in effect on the Closing Date, (k) consulting services to joint ventures in the ordinary course of business and any other transactions between or among the Borrower, its Subsidiaries and joint ventures in the ordinary course of business, (l) transactions with landlords, customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and not otherwise prohibited by this Agreement, (m) transactions effected as a part of a Qualified Receivables Transaction, (n) the provision of services to directors or officers of the Borrower or any of its Subsidiaries of the nature provided by the Borrower or any of its Subsidiaries to customers in the ordinary course of business and (oto the extent such practice has been established) transactions approved by the Audit Committee consistent with past practice with members of the Board board of Directors directors, officers, employees or consultants of a Loan Party or a Subsidiary of a Loan Party; and (e) payments by Loan Party and its Subsidiaries pursuant to tax sharing agreements among such Loan Party and its Subsidiaries on customary terms that require each party to make payments when such taxes are due or refunds received of amounts equal to the Borrower in accordance with income tax liabilities and refunds generated by each such party calculated on a separate return basis and payments to the Borrower’s policy regarding related party transactions in effect from time generating tax benefits and credits of amounts equal to timethe value of such tax benefits and credits made available to the group by such party.

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any Property property or assets to, or purchase, lease or otherwise acquire any Property property or assets from, or otherwise engage in any other transactions with, any of its AffiliatesAffiliates (collectively, except “Affiliated Transactions”), except: (a) in the ordinary course of business at prices and on terms and conditions substantially as not less favorable to the Borrower or such Subsidiary (in the good faith determination of the Borrower) as would reasonably than could be obtained on an arm’s-length basis from unrelated third parties, parties and including the Oakspring Operations Agreement and the Oakspring Options Agreement; (b) transactions as contemplated by the Company Operating Agreement; (c) Affiliated Transactions between or among the Borrower and its Subsidiaries and any entity that becomes a Subsidiary as a result Loan Parties; (d) transactions permitted by Section 7.4 or Section 7.5 provided each such transaction meets the criteria of such transaction not involving any other Affiliate, provisions; (ce) Affiliated Transactions in exchange for the Capital Stock of the Borrower including Preferred Units of the Borrower; (f) reimbursement or payment of customary compensation outside counsel, advisory and benefits and reimbursements of out-of-pocket costs to, and transaction fees incurred by Affiliates relating to the provision of indemnity on behalf of, directors, officers, consultants, employees and members of the Boards of Directors operations or business of the Borrower or such Subsidiaryits Subsidiaries; and (g) compensation arrangements and customary indemnification agreements for directors (or the members of the comparable governing body), (d) loans managers, officers and advances to officers, directors, consultants other employees of the Borrower and employees the other Loan Parties entered into in the ordinary course of business. For the avoidance of doubt, (e) Restricted Payments and other payments permitted under Section 6.04, (f) employment, incentive, benefit, consulting and severance arrangements entered into (i) in action by a member of the ordinary course board of business or (ii) set forth in Schedule 6.06, in each case, with officers, directors, consultants and employees directors of the Borrower or its Subsidiaries, (g) the transactions pursuant to the agreements set forth in Schedule 6.06 or any amendment thereto to the extent such an amendment, taken as a whole, is not adverse to the Lenders in any material respect (as determined in good faith by the Borrower), (h) the payment of fees and expenses related to the Transactions, (i) the issuance of Qualified Equity Interests of the Borrower and the granting of registration or other customary rights in connection therewith, (j) the existence of, and the performance by the Borrower or any Subsidiary of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination management of the Borrower) than any of such documents and agreements as in effect on the Closing Date, (k) consulting services to joint ventures in the ordinary course of business and any other transactions between or among the Borrower, its Subsidiaries and joint ventures in the ordinary course of business, (l) transactions with landlords, customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and servicesby a member thereof, in each case in the ordinary course of business and their capacity as such person, which person is also an Affiliate shall not otherwise prohibited by this Agreement, (m) transactions effected as a part of a Qualified Receivables be deemed an Affiliated Transaction, (n) the provision of services to directors or officers of the Borrower or any of its Subsidiaries of the nature provided by the Borrower or any of its Subsidiaries to customers in the ordinary course of business and (o) transactions approved by the Audit Committee of the Board of Directors of the Borrower in accordance with the Borrower’s policy regarding related party transactions in effect from time to time.

Transactions with Affiliates. The Borrower will shall not, and will shall not permit any of its Subsidiaries other Loan Party or any other Subsidiary to, sellpermit to exist or enter into any transaction (including the purchase, sale, lease or otherwise transfer exchange of any Property to, property or purchase, lease or otherwise acquire the rendering of any Property from, or otherwise engage in service) with any other transactions with, any of its AffiliatesAffiliate, except (a) at prices as set forth on Schedule 7.1.(r), (b) transactions in the ordinary course of business of the Borrower, such other Loan Party or such other Subsidiary and on upon fair and reasonable terms and conditions substantially as which are no less favorable to the Borrower, such other Loan Party or such other Subsidiary than would be obtained in a comparable arm’s length transaction with a Person that is not an Affiliate, (c) payments of compensation, perquisites and fringe benefits arising out of any employment or consulting relationship in the ordinary course of business, (d) Distributions not prohibited by Section 10.1.(g), (e) transactions with Unconsolidated Affiliates relating to the provision of management services and overhead and similar arrangements in the ordinary course of business, (f) employment and severance arrangements between the Borrower or such Subsidiary (any of its Subsidiaries and their respective officers and employees in the good faith determination ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements, (g) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, directors, managers, officers, employees and consultants of the Borrower) as would reasonably be obtained on an arm’s-length basis from unrelated third partiesBorrower and its Subsidiaries in the ordinary course of business to the extent attributable to the ownership, management or operation of the Borrower and its Subsidiaries and (bh) transactions between or among the Borrower and its Subsidiaries and any entity that becomes a Subsidiary as a result of such transaction not involving any other Affiliate, (c) the payment of customary compensation and benefits and reimbursements of out-of-pocket costs to, and the provision of indemnity on behalf of, directors, officers, consultants, employees and members of the Boards of Directors of the Borrower or such Subsidiary, (d) loans and advances to officers, directors, consultants and employees in the ordinary course of business, (e) Restricted Payments and other payments permitted under Section 6.04, (f) employment, incentive, benefit, consulting and severance arrangements entered into (i) in the ordinary course of business or (ii) set forth in Schedule 6.06, in each case, with officers, directors, consultants and employees of the Borrower or its Subsidiaries, (g) the transactions pursuant to the agreements set forth in Schedule 6.06 or any amendment thereto to the extent such an amendment, taken as a whole, is not adverse to the Lenders in any material respect (as determined in good faith by the Borrower), (h) the payment of fees and expenses related to the Transactions, (i) the issuance of Qualified Equity Interests of the Borrower and the granting of registration or other customary rights in connection therewith, (j) the existence of, and the performance by the Borrower or any Subsidiary of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the Borrower) than any of such documents and agreements as in effect on the Closing Date, (k) consulting services to joint ventures in the ordinary course of business and any other transactions between or among the Borrower, its Subsidiaries and joint ventures in the ordinary course of business, (l) transactions with landlords, customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and not otherwise prohibited by this Agreement, (m) transactions effected as a part of a Qualified Receivables Transaction, (n) the provision of services to directors or officers of the Borrower or any of its Subsidiaries of the nature provided by the Borrower or any of its Subsidiaries to customers in the ordinary course of business and (o) transactions approved by the Audit Committee of the Board of Directors of the Borrower in accordance with the Borrower’s policy regarding related party transactions in effect from time to time.

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease (a) Sell or otherwise transfer any Property property or assets to, or purchase, lease purchase or otherwise acquire any Property property or assets from, or otherwise engage in any other transactions transaction with, any of its Affiliates, except unless such transaction is (ai) at prices and on otherwise permitted (or required) under this Agreement or (ii) upon terms and conditions substantially as no less favorable to the Borrower or such Subsidiary (in the good faith determination of the Borrower) Restricted Subsidiary, as applicable, than would reasonably be obtained on an in a comparable arm’s-length basis from unrelated third partiestransaction with a person that is not an Affiliate; provided that this clause (ii) shall not apply to (A) the payment to the Permitted Investors of the monitoring and management fees, transactions fees and expenses permitted under the Management Agreement or (bB) transactions between the indemnification of directors, officers, employees, members of management or among consultants of any Parent Entity, the Borrower and its Subsidiaries and in accordance with customary practice. Any transaction or series of related transactions involving the payment of less than $2.0 million with any entity that becomes a Subsidiary as a result of such Affiliate shall be deemed to have satisfied the standard set forth in clause (ii) above if such transaction is approved by a majority of the Disinterested Directors of the board of managers (or equivalent governing body) of any Parent Entity, the Borrower or such Restricted Subsidiary. (b) The foregoing paragraph (a) shall not involving prohibit, (i) any issuance of securities, or other Affiliatepayments, 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 (cor equivalent governing body) of any Parent Entity, (ii) loans or advances to directors, officers, employees, members of management or consultants of Holdings, the Borrower or any of its Subsidiaries permitted or not prohibited by Section 6.04, (iii) transactions among Holdings, the Borrower and the Subsidiary Loan Parties and transactions among the Subsidiary Loan Parties otherwise or not prohibited by the Loan Documents, (iv) the payment of customary compensation fees and benefits and reimbursements of out-of-pocket costs to, and the provision of indemnity on behalf of, indemnities to directors, officers, consultantsemployees, employees and members of the Boards management or consultants of Directors of any Parent Entity, the Borrower or such Subsidiary, (d) loans and advances to officers, directors, consultants and employees its Restricted Subsidiaries in the ordinary course of business, , (ev) Restricted Payments and other payments permitted under Section 6.04, (f) employment, incentive, benefit, consulting and severance arrangements entered into (i) in the ordinary course of business or (ii) set forth in Schedule 6.06, in each case, with officers, directors, consultants and employees of the Borrower or its Subsidiaries, (g) the transactions pursuant to the Transaction Documents and permitted agreements in existence on the Closing Date and set forth in on Schedule 6.06 6.07 or any amendment thereto to the extent such an amendment, taken as a whole, amendment is not adverse to the Lenders in any material respect respect, (as determined in good faith by the Borrower), (hA) the payment of fees and expenses related to the Transactions, (i) the issuance of Qualified Equity Interests of the Borrower and the granting of registration any employment or other customary rights in connection therewith, (j) the existence of, and the performance severance agreements or arrangements entered into by the Borrower or any Subsidiary of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the Borrower) than any of such documents and agreements as in effect on the Closing Date, (k) consulting services to joint ventures in the ordinary course of business and any other transactions between or among the Borrower, its Restricted Subsidiaries and joint ventures in the ordinary course of business, (lB) any subscription agreement or similar agreement pertaining to the repurchase of Equity Interests pursuant to put/call rights or similar rights with employees, officers, directors, members of management or consultants, and (C) any employee compensation, benefit plan or arrangement, any health, disability or similar insurance plan which covers employees, and any reasonable employment contract or arrangement and transactions with landlordspursuant thereto, (vii) dividends, customersdistributions, clientsredemptions and repurchases permitted under Section 6.06, (viii) any purchase by Holdings of or contributions to, suppliers, joint venture partners or purchasers or sellers the equity capital of goods and services, in each case in the ordinary course of business and not otherwise prohibited by this Agreement, (m) transactions effected as a part of a Qualified Receivables Transaction, (n) the provision of services to directors or officers Borrower; provided that all Equity Interests of the Borrower or any of its Subsidiaries shall be pledged to the Administrative Agent on behalf of the nature provided Lenders pursuant to the Collateral Agreement, (ix) payments by the Borrower or any of its Restricted Subsidiaries to customers the Permitted Investors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including in connection with acquisitions or divestitures, which payments are approved by the majority of the board of directors (or equivalent governing body) of the Borrower, in good faith, (x) transactions among the Borrower and its Restricted Subsidiaries for the purchase or sale of goods, products, parts and services entered into in the ordinary course of business and in a manner consistent with past practice, (oxi) transactions approved by any transaction in respect of which the Audit Committee Borrower delivers to the Administrative Agent (for delivery to the Lenders) a letter addressed to the board of the Board of Directors directors (or equivalent governing body) of the Borrower from an accounting, appraisal or investment banking firm, in accordance each case of nationally recognized standing that is (A) in the good faith determination of the Borrower qualified to render such letter and (B) reasonably satisfactory to the Administrative Agent, which letter states that such transaction is on terms that are no less favorable to the Borrower or such Subsidiary, as applicable, than would be obtained in a comparable arm’s-length transaction with a person that is not an Affiliate, (xii) the Borrower’s policy regarding payment of all fees, expenses, bonuses and awards related party to the Transactions contemplated by the Transaction Documents, including fees to the Permitted Investors, (xiii) Guarantees permitted by Section 6.01, (xiv) the issuance and sale of Qualified Capital Stock or Permitted Debt Securities, (xv) transactions with Joint Ventures for the purchase or sale of goods and services entered into in effect from time the ordinary course of business, (xvi) transactions pursuant to timethe Tax Sharing Agreement, and (xvii) the payment of fees and expenses, and the making of indemnification payments pursuant to, the Managements Agreements.

Transactions with Affiliates. The Borrower will notEnter into, and will not permit any of its Subsidiaries to, sell, lease directly or otherwise transfer any Property to, or purchase, lease or otherwise acquire any Property from, or otherwise engage in any other transactions withindirectly, any transaction or series of its Affiliatesrelated transactions, except (a) at prices and on terms and conditions substantially as favorable to the Borrower whether or such Subsidiary (in the good faith determination of the Borrower) as would reasonably be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its Subsidiaries and any entity that becomes a Subsidiary as a result of such transaction not involving any other Affiliate, (c) the payment of customary compensation and benefits and reimbursements of out-of-pocket costs to, and the provision of indemnity on behalf of, directors, officers, consultants, employees and members of the Boards of Directors of the Borrower or such Subsidiary, (d) loans and advances to officers, directors, consultants and employees in the ordinary course of business, with any Affiliate of any Company (eother than between or among Borrower and one or more Subsidiary Guarantors or between or among Subsidiaries that are not 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) Restricted Payments and other payments Dividends permitted under by Section 6.046.08; (b) Investments permitted by Sections 6.04(e), (f), (j) employmentand (k) and transactions permitted by Section 6.05(d); (c) reasonable and customary director, incentiveofficer and employee compensation (including bonuses) and other benefits (including retirement, benefithealth, consulting stock option and severance arrangements entered into (iother benefit and equity incentive plans) in the ordinary course of business or (ii) set forth in Schedule 6.06and indemnification and reimbursement arrangements, in each case, with officers, directors, consultants and employees of the Borrower or its Subsidiaries, (g) the transactions pursuant to the agreements set forth in Schedule 6.06 or any amendment thereto to the extent such an amendment, taken as a whole, is not adverse to the Lenders in any material respect (as determined in good faith approved by the Board of Directors of Borrower), ; (h) the payment of fees and expenses related to the Transactions, (i) the issuance of Qualified Equity Interests of the Borrower and the granting of registration or other customary rights in connection therewith, (j) the existence of, and the performance by the Borrower or any Subsidiary of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the Borrower) than any of such documents and agreements as in effect on the Closing Date, (k) consulting services to joint ventures in the ordinary course of business and any other transactions between or among the Borrower, its Subsidiaries and joint ventures in the ordinary course of business, (ld) transactions with landlords, customers, clients, suppliers, joint venture partners partners, franchisees or purchasers or sellers of goods and services, in each case in the ordinary course of business and otherwise not otherwise prohibited by this Agreementthe Loan Documents; (e) so long as no Event of Default pursuant to Section 8.01(a), (m) transactions effected as a part of a Qualified Receivables Transactionb), (ng) or (h) exists and is continuing, the provision payment of services to directors or officers of the Borrower or any of its Subsidiaries of the nature provided by the Borrower or any of its Subsidiaries to customers in the ordinary course of business and (oi) transactions approved by the Audit Committee of the Board of Directors expenses (not included in clause (c) above), (ii) expenses to Sponsor permitted under the Management Services Agreement, including fees and disbursements of consultants and advisors retained by Sponsor and (iii) management fees and closing fees to Sponsor in the amounts and at the times specified in the Management Services 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 Borrower Lenders in accordance with the Borrower’s policy regarding related party transactions any material respect than such agreement as it was in effect from time on the Closing Date; provided that payments under this clause (e)(iii) (other than with respect to timethe closing fee) shall in any event not exceed $500,000 per fiscal year plus the amount of Restricted Payments permitted (but not made) in prior years since the Closing Date pursuant to this clause (e)(iii); and (f) the Transactions as contemplated by the Transaction Documents.

Transactions with Affiliates. The Borrower will not, and nor will not it permit any of its Subsidiaries to, sellenter into any transaction or series of transactions, lease whether or otherwise transfer not in the ordinary course of business, with any Property toofficer, director, shareholder, Subsidiary or purchase, lease or otherwise acquire any Property from, or otherwise engage in any Affiliate other transactions with, any of its Affiliates, except (a) at prices and than on terms and conditions substantially as favorable to the Borrower or such Subsidiary (in the good faith determination of the Borrower) as would reasonably be obtained on an obtainable in a comparable arm’s-length basis from unrelated third partiestransaction with a Person other than an officer, director, shareholder, Subsidiary or Affiliate, except that, notwithstanding the foregoing, each of the following shall be permitted: (a) transactions between or among the Credit Parties; (b) transactions between or among the Borrower and its wholly owned Subsidiaries and any entity that becomes a Subsidiary as a result of long as such transaction is not involving disadvantageous to the Lenders in any other Affiliate, material respect; (c) transactions between or among the payment Borrower or one or more of customary its wholly owned Subsidiaries (on the one hand) and one of the non-wholly owned Subsidiaries of the Borrower (on the other hand) as long as none of the equity of such non-wholly owned Subsidiary is owned or controlled by an officer or director of any Credit Party; (d) advances to employees permitted by clause (f) of the definition of Permitted Investments; (e) Dividends; (f) fees, compensation and other benefits and reimbursements of out-of-pocket costs paid to, and the provision of customary indemnity and reimbursement provided on behalf of, directors, officers, consultants, employees and members of the Boards of Directors of the Borrower or such Subsidiary, (d) loans and advances to officers, directors, consultants directors and employees of any Credit Party in the ordinary course of business, (e) Restricted Payments and other payments permitted under Section 6.04, (f) employment, incentive, benefit, consulting and severance arrangements entered into (i) in the ordinary course of business or (ii) set forth in Schedule 6.06, in each case, with officers, directors, consultants and employees of the Borrower or its Subsidiaries, ; (g) the transactions pursuant to the any employment agreements set forth in Schedule 6.06 or any amendment thereto to the extent such an amendment, taken as a whole, is not adverse to the Lenders in any material respect (as determined in good faith by the Borrower), (h) the payment of fees and expenses related to the Transactions, (i) the issuance of Qualified Equity Interests of the Borrower and the granting of registration or other customary rights in connection therewith, (j) the existence of, and the performance by the Borrower or any Subsidiary of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the Borrower) than any of such documents and agreements as in effect on the Closing Date, (k) consulting services to joint ventures in the ordinary course of business and any other transactions between or among the Borrower, its Subsidiaries and joint ventures in the ordinary course of business, (l) transactions with landlords, customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and not otherwise prohibited by this Agreement, (m) transactions effected as a part of a Qualified Receivables Transaction, (n) the provision of services to directors or officers of the Borrower or any of its Subsidiaries of the nature provided by the Borrower or any of its Subsidiaries to customers in the ordinary course of business business; (h) any Permitted Receivables Financing; and (oi) transactions approved by and agreements in existence on the Audit Committee of date hereof and listed on Schedule 8.7 and, in each case, any amendment thereto, that is not disadvantageous to the Board of Directors of the Borrower Lenders in accordance with the Borrower’s policy regarding related party transactions in effect from time to timeany material respect.

Transactions with Affiliates. The Borrower will shall not, and will not nor shall it permit any of its Subsidiaries other Loan Party to, sellenter into any transaction (including, lease without limitation, the purchase or otherwise sale of any property or service) with, or make any payment or transfer any Property to, any Affiliate (or purchase, lease or otherwise acquire permit any Property from, or otherwise engage in any other transactions with, Loan Party to do any of its Affiliatesthe foregoing), except (a) at prices and on terms and conditions substantially as favorable to the Borrower or such Subsidiary (in the good faith determination of the Borrower) as would reasonably be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its Subsidiaries and any entity that becomes a Subsidiary as a result of such transaction not involving any other Affiliate, (c) the payment of customary compensation and benefits and reimbursements of out-of-pocket costs to, and the provision of indemnity on behalf of, directors, officers, consultants, employees and members of the Boards of Directors of the Borrower or such Subsidiary, (d) loans and advances to officers, directors, consultants and employees in the ordinary course of business, (e) Restricted Payments and other payments permitted under Section 6.04, (f) employment, incentive, benefit, consulting and severance arrangements entered into (i) in the ordinary course of business and pursuant to the reasonable requirements of the Borrower’s or a Loan Party’s business and upon fair and reasonable terms no less favorable to the Borrower or such Loan Party than the Borrower or such Loan Party would obtain in a comparable arms’-length transaction, (ii) set forth in Schedule 6.06, in each case, with officers, directors, consultants and employees of transactions between the Borrower or and its Subsidiaries, (gor among Subsidiaries not involving any other Person) the (iii) transactions pursuant to the agreements set forth in Schedule 6.06 or any amendment thereto to the extent such an amendment, taken as a whole, is not adverse to the Lenders in any material respect (as determined in good faith otherwise permitted by the Borrower)Section 7.4, (hiv) the payment of fees employment, service and expenses related to the Transactions, (i) the issuance of Qualified Equity Interests of the Borrower and the granting of registration or other customary rights in connection therewith, (j) the existence of, and the performance by the Borrower or any Subsidiary of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders agreement severance arrangements (including any registration rights agreement or equity incentive plans and employee benefit plans and arrangements) and employee discount purchase agreement related thereto) to which it is a party on the Closing Date programs with their respective directors, officers and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the Borrower) than any of such documents and agreements as in effect on the Closing Date, (k) consulting services to joint ventures employees in the ordinary course of business and any other transactions between or among the Borrower, its Subsidiaries and joint ventures discount purchase programs with their Affiliates in the ordinary course of business, (lv) transactions with landlordspayment of customary compensation, customersfees and reasonable out of pocket costs to, clientsand indemnities for the benefit of, suppliersdirectors, joint venture partners or purchasers or sellers officers and employees of goods the Company and services, in each case its Subsidiaries in the ordinary course of business business, and not otherwise prohibited by this Agreementdiscounts provided to directors, officers and employees of the Company and its Restricted Subsidiaries pursuant to customary discount purchase programs in the ordinary course of business, and (mvi) transactions effected as a part of a Qualified Receivables Transactionwith directors, (n) the provision of services to directors or officers and employees of the Borrower Company or any of its Subsidiaries not required to be disclosed pursuant to Item 404(a) of Regulation S-K of the nature provided by the Borrower or any Securities Exchange Act of its Subsidiaries to customers in the ordinary course of business and (o) transactions approved by the Audit Committee of the Board of Directors of the Borrower in accordance with the Borrower’s policy regarding related party transactions in effect from time to time1934.

Transactions with Affiliates. The Borrower Parent will not, and will not permit any of its Subsidiaries to, sell, lease enter into any transaction or otherwise transfer series of related transactions with any Property to, Affiliate of the Parent or purchase, lease or otherwise acquire any Property from, or otherwise engage in any other transactions with, any of its AffiliatesSubsidiaries, except (a) at prices other than in the ordinary course of business and on terms and conditions substantially as favorable to the Borrower Parent or such Subsidiary (in the good faith determination of the Borrower) as would reasonably be obtained on an by the Parent or such Subsidiary at that time in a comparable arm’s-length basis from unrelated third partiestransaction with a Person other than an Affiliate, except that the following in any event shall be permitted: (bi) Dividends may be paid to the extent provided in Section 9.03; (ii) loans may be made and other transactions between or among may be entered into by the Borrower Parent and its Subsidiaries to the extent permitted by Sections 9.02, 9.04 and any entity that 9.05; (iii) customary fees may be paid to non-officer directors of the Parent and its Subsidiaries; (iv) the Parent and its Subsidiaries may enter into, and may make payments under, employment agreements, employee benefits plans, stock option plans, indemnification provisions and other similar compensatory arrangements (including arrangements made with respect to bonuses) with officers, employees and directors of the Parent and its Subsidiaries in the ordinary course of business; (v) the Parent and its Subsidiaries may make Investments in a Person engaged in a business permitted pursuant to Section 9.14 so long as such Person becomes a Subsidiary as a result of such transaction not involving any other Affiliate, the Parent; and (cvi) the payment of customary compensation Parent and benefits and reimbursements of out-of-pocket costs to, and the provision of indemnity on behalf of, directors, officers, consultants, employees and members of the Boards of Directors of the Borrower its Subsidiaries may enter into employment agreements or such Subsidiary, (d) loans and advances to officers, directors, consultants arrangements with their respective officers and employees in the ordinary course of business, (e) Restricted Payments and other payments permitted under Section 6.04, (f) employment, incentive, benefit, consulting and severance arrangements entered into (i) in the ordinary course of business or (ii) set forth in Schedule 6.06, in each case, with officers, directors, consultants and employees of the Borrower or its Subsidiaries, (g) the transactions pursuant to the agreements set forth in Schedule 6.06 or any amendment thereto to the extent such an amendment, taken as a whole, is not adverse to the Lenders in any material respect (as determined in good faith by the Borrower), (h) the payment of fees and expenses related to the Transactions, (i) the issuance of Qualified Equity Interests of the Borrower and the granting of registration or other customary rights in connection therewith, (j) the existence of, and the performance by the Borrower or any Subsidiary of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the Borrower) than any of such documents and agreements as in effect on the Closing Date, (k) consulting services to joint ventures in the ordinary course of business and any other transactions between or among the Borrower, its Subsidiaries and joint ventures in the ordinary course of business, (l) transactions with landlords, customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and not otherwise prohibited by this Agreement, (m) transactions effected as a part of a Qualified Receivables Transaction, (n) the provision of services to directors or officers of the Borrower or any of its Subsidiaries of the nature provided by the Borrower or any of its Subsidiaries to customers in the ordinary course of business and (o) transactions approved by the Audit Committee of the Board of Directors of the Borrower in accordance with the Borrower’s policy regarding related party transactions in effect from time to time.

Transactions with Affiliates. The Borrower Company will not, and will not permit any Subsidiary to, enter into directly or indirectly any transaction or group of related transactions (including the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with any Affiliate (other than the Company or any of its Subsidiaries) involving payment in excess of $500,000, except: (a) in the ordinary course and pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business and upon fair and reasonable terms not less favorable in any material respect to the Company or such Subsidiary than would be obtainable in a comparable arm’s-length transaction with a Person not an Affiliate; (b) transactions with Affiliates in connection with the agreements set forth in Schedule 10.1; (c) transactions with one or more Affiliates of the Company or the Investment Adviser consisting of co-investments as permitted by any SEC exemptive order (as may be amended from time to time), any no-action letter or as otherwise permitted by applicable law, rule or regulation or SEC staff interpretations thereof or based on advice of counsel; (d) transactions between or among, on the one hand, the Company and/or any of its Subsidiaries, and, on the other hand, any SBIC Subsidiary or any “downstream affiliate” (as such term is used under the rules promulgated under the Investment Company Act) of the Company and/or any of its Subsidiaries to, sell, lease or otherwise transfer any Property to, or purchase, lease or otherwise acquire any Property from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) at prices and on terms and conditions substantially conditions, taken as a whole, not less favorable in any material respect to the Borrower or Company and/or such Subsidiary (Subsidiaries than in the good faith determination of the Borrower) as would reasonably is believed could be obtained on an arm’s-length basis from unrelated third parties, (e) a transaction that has been approved by a majority of the independent directors of the board of directors of the Company; (f) any Investment that results in the creation of an Affiliate; (g) customary compensation to Affiliates in connection with investment advisory, administration, financial advisory, financing, underwriting or placement services or in respect of other investment banking activities and other transaction fees, which payments are approved by the majority of the members of the board of directors (bor similar governing body) or a majority of the disinterested members of the board of directors of the Company in good faith; (h) transactions between and payments required under the definitive agreement for any acquisition or among Investment permitted under this Agreement (to the Borrower and its Subsidiaries and extent any seller, employee, officer or director of an acquired entity that becomes a Subsidiary as a result of an Affiliate in connection with such transaction not involving any other Affiliate, transaction); (ci) the payment of customary compensation fees and benefits and reimbursements of reasonable out-of-pocket costs to, and the provision of indemnity indemnities provided on behalf of, directorsmembers of the board of directors (or similar governing body), officers, employees, members of management, managers, consultants, employees investment advisers, administrative service providers and members independent contractors of the Boards Company and/or any of Directors its direct or indirect subsidiaries in the ordinary course of the Borrower business; (j) transactions with customers, clients, suppliers, joint ventures, purchasers or such Subsidiary, (d) loans and advances to officers, directors, consultants and sellers of goods or services or providers of employees or other labor entered into in the ordinary course of business, (e) Restricted Payments and other payments permitted under Section 6.04, (f) employment, incentive, benefit, consulting and severance arrangements entered into which are (i) in the ordinary course of business or (ii) set forth in Schedule 6.06, in each case, with officers, directors, consultants and employees of the Borrower or its Subsidiaries, (g) the transactions pursuant fair to the agreements set forth in Schedule 6.06 or any amendment thereto to Company and/or the extent such an amendment, taken as a whole, is not adverse to the Lenders in any material respect (as determined in good faith by the Borrower), (h) the payment of fees and expenses related to the Transactions, (i) the issuance of Qualified Equity Interests of the Borrower and the granting of registration or other customary rights in connection therewith, (j) the existence of, and the performance by the Borrower or any applicable Subsidiary of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the Borrowerboard of directors (or similar governing body) of the Company or the senior management thereof or (ii) on terms at least as favorable as might reasonably be obtained from a Person other than any of such documents and agreements as in effect on the Closing Date, an Affiliate; (k) consulting services the Company may issue and sell Equity Interests to joint ventures in the ordinary course of business and any other transactions between or among the Borrower, its Subsidiaries and joint ventures in the ordinary course of business, Affiliates; and (l) transactions with landlords, customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in permitted under the ordinary course of business and not otherwise prohibited by this Agreement, (m) transactions effected as a part of a Qualified Receivables Transaction, (n) the provision of services to directors or officers of the Borrower Company Credit Facilities or any of its Subsidiaries of the nature provided by the Borrower or any of its Subsidiaries to customers in the ordinary course of business and (o) transactions approved by the Audit Committee of the Board of Directors of the Borrower in accordance with the Borrower’s policy regarding related party transactions in effect from time to timeReplacement Facilities.

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any Property property or assets to, or purchase, lease or otherwise acquire any Property property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions substantially as not less favorable to the Borrower or such Subsidiary (in the good faith determination of the Borrower) as would reasonably than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly owned Subsidiaries and any entity that becomes a Subsidiary as a result of such transaction not involving any other Affiliate, (c) the payment of customary compensation and benefits and reimbursements of out-of-pocket costs to, and the provision of indemnity on behalf of, directors, officers, consultants, employees and members of the Boards of Directors of the Borrower or such Subsidiary, (d) loans and advances to officers, directors, consultants and employees in the ordinary course of business, (e) Restricted Payments and other payments permitted under Section 6.04, (f) employment, incentive, benefit, consulting and severance arrangements entered into (i) in the ordinary course of business or (ii) set forth in Schedule 6.06, in each case, consistent with officers, directors, consultants past practices for the provision of general and employees of the Borrower or its Subsidiariescustomary corporate services, (gd) the any Restricted Payment permitted by Section 6.07, (e) transactions pursuant to the agreements agreements, instruments or arrangements in existence on Restatement Effective Date and set forth in Schedule 6.06 or any amendment thereto to the extent such an amendment, taken as a whole, amendment is not adverse to the Lenders in any material respect (as determined in good faith by the Borrower)or could otherwise reasonably be expected to have a Material Adverse Effect, (hf) the payment of fees any Investment permitted under Section 6.04, (g) payments to or from, and expenses related transactions with, joint ventures (to the Transactions, (i) the issuance extent any such joint venture is an Affiliate solely as a result of Qualified Equity Interests of the Borrower and the granting of registration or other customary rights in connection therewith, (j) the existence of, and the performance Investments by the Borrower or any Subsidiary of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related theretoin such joint venture) to which it is a party on the Closing Date and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the Borrower) than any of such documents and agreements as in effect on the Closing Date, (k) consulting services to joint ventures in the ordinary course of business to the extent otherwise permitted under Section 6.04, (h) Permitted Receivables Facilities with Receivables Entities, (i) employment and any other transactions between or among the Borrowerseverance arrangements (including stock option plans, its Subsidiaries restricted stock agreements and joint ventures employee benefit plans and arrangements) with their respective officers and employees in the ordinary course of business, (lj) transactions with landlordspayment of customary fees and reasonable out of pocket costs to, customersand indemnities for the benefit of, clientsdirectors, suppliers, joint venture partners or purchasers or sellers officers and employees of goods the Borrower and services, in each case its Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and not otherwise prohibited by this Agreementits Subsidiaries, (mk) transactions effected as any transaction that is approved by a part majority of a Qualified Receivables Transaction, (n) the provision disinterested directors of services to the board of directors or officers of the Borrower or any of its Subsidiaries of the nature provided by the Borrower or any of its Subsidiaries to customers such Subsidiary, as applicable, and (l) transactions in the ordinary course of business and (o) transactions approved in connection with reinsuring the self-insurance programs or other similar forms of retained insurable risks of the business operated by the Audit Committee of the Board of Directors of the Borrower in accordance with the Borrower’s policy regarding related party transactions in effect from time to time, its Subsidiaries and its Affiliates.

Transactions with Affiliates. The Borrower will notNo Loan Party shall, and will not nor shall it permit any Domestic Subsidiary to, directly or indirectly enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of assets, the rendering of any service or the payment of any management, advisory or similar fees, with any Affiliate of any Loan Party or any of its Subsidiaries toDomestic Subsidiaries, sell, lease or otherwise transfer any Property to, or purchase, lease or otherwise acquire any Property from, or otherwise engage in any other transactions with, any of its Affiliates, except than: (a) at prices transactions among Loan Parties and on terms other transactions permitted by Sections 10.1, 10.3, 10.4, 10.5 (other than clauses (j), (k), (m) and conditions substantially as favorable to the Borrower or such Subsidiary (in the good faith determination of the Borrowern) as would reasonably be obtained on an arm’s-length basis from unrelated third parties, thereof) and 10.6; (b) transactions between or among existing on the Borrower Closing Date and its Subsidiaries and any entity that becomes a Subsidiary as a result of such transaction not involving any other Affiliate, described on Schedule 10.7; (c) licenses of Intellectual Property to Non-Loan Parties not interfering, individually or in the payment of customary compensation and benefits and reimbursements of out-of-pocket costs toaggregate, and in any material respect with the provision of indemnity on behalf of, directors, officers, consultants, employees and members conduct of the Boards of Directors business of the Borrower or such Subsidiary, Loan Parties and their Domestic Subsidiaries; (d) loans other transactions in the ordinary course of business on terms as favorable as would be obtained by it on a comparable arm’s-length transaction with an independent, unrelated third party as determined in good faith by a Responsible Officer of the applicable Loan Party or any of its Domestic Subsidiaries; (e) employment, service and advances to officers, severance arrangements (including equity incentive plans and employee benefit plans and arrangements) and employee discount purchase programs with their respective directors, consultants officers and employees in the ordinary course of business, (e) Restricted Payments business and other payments permitted under Section 6.04, (f) employment, incentive, benefit, consulting and severance arrangements entered into (i) discount purchase programs with their Affiliates in the ordinary course of business or business; (iif) set forth charitable contributions made to their Affiliates in Schedule 6.06the ordinary course of business; (g) payment of customary compensation, in each casefees and reasonable out of pocket costs to, with officersand indemnities for the benefit of, directors, consultants officers and employees of the Borrower or its Subsidiaries, (g) Loan Parties and their Domestic Subsidiaries in the transactions pursuant to the agreements set forth in Schedule 6.06 or any amendment thereto to the extent such an amendment, taken as a whole, is not adverse to the Lenders in any material respect (as determined in good faith by the Borrower), ordinary course of business; (h) transactions with directors, officers and employees of the payment Loan Parties or any of fees and expenses related their Subsidiaries not required to be disclosed pursuant to Item 404(a) of Regulation S-K of the Transactions, Exchange Act; (i) the issuance of Qualified Equity Interests of the Borrower and the granting of registration or other customary rights in connection therewith, (j) the existence of, and the performance by the Borrower or any Subsidiary of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) transactions with Non-Loan Parties relating to the extent not more adverse to the interest sale and purchase of the Lenders in any material respect when taken as a whole (in the good faith determination of the Borrower) than any of such documents materials and agreements as in effect on the Closing Date, (k) consulting services to joint ventures goods in the ordinary course of business and any other consistent with the Loan Parties’ policies and historical practices; (j) transactions between or among the Borrower, its Subsidiaries with Non-Loan Parties relating to licenses and joint ventures sublicenses of Intellectual Property rights in the ordinary course of businessbusiness not interfering, individually or in the aggregate, in any material respect with the conduct of the business of the Loan Parties and their Domestic Subsidiaries; and (lk) transactions with landlordsNon-Loan Parties relating to leases, customerssubleases, clients, suppliers, joint venture partners licenses or purchasers sublicenses of real or sellers of goods and services, in each case personal property in the ordinary course of business and not otherwise prohibited by this Agreement, (m) transactions effected as a part of a Qualified Receivables Transaction, (n) interfering in any material respect with the provision of services to directors or officers business of the Borrower or any of its Subsidiaries of the nature provided by the Borrower or any of its Subsidiaries to customers in the ordinary course of business Loan Parties and (o) transactions approved by the Audit Committee of the Board of Directors of the Borrower in accordance with the Borrower’s policy regarding related party transactions in effect from time to timetheir Domestic Subsidiaries.

Transactions with Affiliates. The Borrower will shall not, and will shall not permit any of its Subsidiaries Subsidiary to, selldirectly or indirectly, lease or otherwise transfer enter into any Property totransaction (including the purchase, sale, lease, or purchaseexchange of any property or the rendering of any service) with any Affiliate of the Borrower, lease or otherwise acquire any Property from, or otherwise engage in any other transactions with, any of its Affiliates, except unless (a) at prices and on terms and conditions substantially as favorable to the Borrower or such Subsidiary (in the good faith determination of the Borrower) as would reasonably be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its Subsidiaries and any entity that becomes a Subsidiary as a result of such transaction not involving any other Affiliate, (c) the payment of customary compensation and benefits and reimbursements of out-of-pocket costs to, and the provision of indemnity on behalf of, directors, officers, consultants, employees and members of the Boards of Directors of the Borrower or such Subsidiary, (d) loans and advances to officers, directors, consultants and employees in the ordinary course of business, (e) Restricted Payments and other payments permitted under Section 6.04, (f) employment, incentive, benefit, consulting and severance arrangements entered into (i) in the ordinary course of business or (ii) set forth in Schedule 6.06, in each case, with officers, directors, consultants and employees of the Borrower or its Subsidiaries, (g) the transactions pursuant to the agreements set forth in Schedule 6.06 or any amendment thereto to the extent such an amendment, taken as a whole, is not adverse to the Lenders in any material respect (as determined in good faith by the Borrower), (h) the payment of fees and expenses related to the Transactions, (i) the issuance of Qualified Equity Interests of the Borrower and the granting of registration or other customary rights in connection therewith, (j) the existence of, and the performance by the Borrower or any Subsidiary of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the Borrower) than any of such documents and agreements as in effect on the Closing Date, (k) consulting services to joint ventures in the ordinary course of business and any other transactions between or among the Borrower, its Subsidiaries and joint ventures in the ordinary course of business, (l) transactions with landlords, customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and not otherwise prohibited by this Agreement, (mb) transactions effected as a part of a Qualified Receivables Transaction, (n) the provision of services to directors or officers of the Borrower or any of its Subsidiaries of the nature provided by the Borrower or any of its Subsidiaries to customers such transaction is in the ordinary course of business and (oc) transactions approved if such transaction is other than with a Wholly-Owned Subsidiary, such transaction is on fair and reasonable terms no less favorable to the Borrower or its Subsidiary, as the case may be, than those terms which might be obtained at the time in a comparable arm’s length transaction with a Person who is not an Affiliate or, if such transaction is not one which by the Audit Committee its nature could be obtained from such other Person, is on fair and reasonable terms and was negotiated in good faith; provided that this Section 6.6 shall not restrict (i) dividends, distributions and other payments and transfers on account of the Board any shares of Directors Capital Stock of the Borrower or any Subsidiary otherwise permissible hereunder and (ii) transactions pursuant to (A) the Investment Agreement, (B) the Recourse Agreement, (C) the Support Letter and (D) any agreement between the Borrower and any Affiliate of the Borrower pursuant to which the Borrower sells, discounts or otherwise transfers an interest in accordance accounts receivable in the ordinary course of its business (including agreements under which the Borrower has an obligation to repurchase from or indemnify the purchaser with respect to accounts discounted, sold or otherwise transferred by the Borrower’s policy regarding related party transactions in effect from time to time).

Transactions with Affiliates. The Borrower will notEnter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any Property to, or purchase, lease or otherwise acquire any Property from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) at prices and on reasonable terms and conditions substantially as favorable to the Borrower or such Subsidiary (in the good faith determination of the Borrower) as would reasonably be obtained on obtainable by the Borrower or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than an arm’s-length basis from unrelated third parties, Affiliate; provided that the foregoing restriction shall not apply to: (ba) transactions between or among the Borrower and its Subsidiaries and Loan Parties (other than Holdings) or any entity Person that becomes will become a Subsidiary Loan Party as a result of such transaction not involving any transaction; (b) the payment of fees and expenses in connection with the consummation of the Merger and the other Affiliate, Transactions; (c) contracts or agreements and transactions with customers, clients, suppliers or purchasers and sellers of goods or services, in each case, in the ordinary course of business and otherwise not prohibited by the terms of this Agreement, which are fair to Holdings or its Subsidiaries or are on terms, taken as a whole, at least as favorable as might reasonably have been obtained at that time from a Person who is not an Affiliate of the Borrower; (d) employment and severance arrangements between Holdings and its Subsidiaries and their respective officers and employees in the ordinary course of business or in connection with the Merger; (e) the payment of customary compensation fees and benefits and reimbursements of reasonable out-of-pocket costs to, and the provision of indemnity indemnities provided on behalf of, directors, officers, consultants, employees and members consultants of the Boards of Directors of the Borrower or such Subsidiary, (d) loans Holdings and advances to officers, directors, consultants and employees its Subsidiaries in the ordinary course of business, (e) Restricted Payments and other payments permitted under Section 6.04, (f) employment, incentive, benefit, consulting and severance arrangements entered into (i) in the ordinary course of business or (ii) set forth in Schedule 6.06, in each case, with officers, directors, consultants and employees of the Borrower or its Subsidiaries, (g) the transactions pursuant to the agreements set forth in Schedule 6.06 or any amendment thereto to the extent such an amendment, taken as a whole, is not adverse to the Lenders in any material respect (as determined in good faith by the Borrower), (h) the payment board of fees and expenses related to the Transactions, (i) the issuance of Qualified Equity Interests of the Borrower and the granting of registration or other customary rights in connection therewith, (j) the existence of, and the performance by the Borrower or any Subsidiary of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the Borrower) than any of such documents and agreements as in effect on the Closing Date, (k) consulting services to joint ventures in the ordinary course of business and any other transactions between or among the Borrower, its Subsidiaries and joint ventures in the ordinary course of business, (l) transactions with landlords, customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and not otherwise prohibited by this Agreement, (m) transactions effected as a part of a Qualified Receivables Transaction, (n) the provision of services to directors or officers of the Borrower or any of senior management thereof; (f) customary shareholder and registration rights agreements among Holdings and its Subsidiaries of the nature provided by the Borrower or any of its Subsidiaries to customers in the ordinary course of business and shareholders; and (og) transactions approved by the Audit Committee of the Board of Directors of the Borrower in accordance with the Borrower’s policy regarding related party transactions in effect from time to timeRestricted Payments permitted under Section 7.06.

Transactions with Affiliates. The Borrower A Loan Party will not, and will not permit any of its Restricted Subsidiaries to, sell, lease enter into or otherwise transfer any Property to, or purchase, lease or otherwise acquire any Property from, or otherwise engage in any other transactions withmaterial transaction (including any sale, lease, transfer, purchase or acquisition of property or assets) with any of its Affiliates, except (a) at prices and on terms and conditions conditions, taken as a whole, that are substantially as favorable to the Borrower such Loan Party or such Restricted Subsidiary (in the good faith determination of the Borrower) as would reasonably could be obtained on an arm’s-length basis from unrelated third partiesparties (or, if in the good faith judgment of the General Partner’s board of directors, no comparable transaction is available with which to compare any such transaction, such transaction is otherwise fair to such Loan Party or such Restricted Subsidiary from a financial point of view); provided that the foregoing restriction shall not apply to: (ba) transactions between or among the Borrower any Loan Party and its Restricted Subsidiaries and any entity that becomes a Subsidiary as a result of such transaction not involving any other Affiliate, (c) the payment of customary compensation and benefits and reimbursements of out-of-pocket costs to, and the provision of indemnity on behalf of, directors, officers, consultants, employees and members of the Boards of Directors of the Borrower or such Subsidiary, (d) loans and advances to officers, directors, consultants and employees in the ordinary course of business, (e) Restricted Payments and other payments permitted under Section 6.04, (f) employment, incentive, benefit, consulting and severance arrangements entered into (i) in the ordinary course of business or (ii) set forth in Schedule 6.06, in each case, with officers, directors, consultants and employees of the Borrower or its Subsidiaries, (g) the transactions pursuant to the agreements set forth in Schedule 6.06 or any amendment thereto to the extent such an amendment, taken as a whole, is not adverse to the Lenders in any material respect (as determined in good faith by the Borrower), (h) the payment of fees and expenses related to the Transactions, (i) the issuance of Qualified Equity Interests of the Borrower and the granting of registration or other customary rights in connection therewith, (j) the existence of, and the performance by the Borrower or any Subsidiary of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the Borrower) than any of such documents and agreements as in effect on the Closing Date, (k) consulting services to joint ventures in the ordinary course of business and any other transactions between or among the Borrower, its Subsidiaries and joint ventures in the ordinary course of business, Restricted Subsidiaries; (lb) transactions with landlords, customers, clients, suppliers, joint venture partners involving any employee benefit plan or purchasers or sellers of goods and services, in each case in the ordinary course of business and not otherwise prohibited by this Agreement, (m) transactions effected as a part of a Qualified Receivables Transaction, (n) the provision of services to directors or officers related trust of the Borrower or any of its Restricted Subsidiaries; (c) transactions pursuant to any contract or agreement listed on Schedule 6.04; (d) the payment of reasonable compensation, fees and expenses to, and indemnity provided on behalf of directors and officers of such Loan Party or any Restricted Subsidiary; (e) transactions entered into with Valero Energy Corporation and its Subsidiaries on terms that are fair and reasonable, taking into account the totality of the nature provided by relationship between the Borrower or any of and its Restricted Subsidiaries on the one hand, and Valero Energy Corporation and its Subsidiaries to customers in on the ordinary course of business and other; and (of) transactions approved by the Audit Conflicts Committee of the Board of Directors (or equivalent governing body) of the Borrower in accordance with General Partner (or the Borrower’s policy regarding related party transactions in effect from time equivalent successor body to timesuch Conflicts Committee).

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease (a) Sell or otherwise transfer any Property property or assets to, or purchase, lease purchase or otherwise acquire any Property property or assets from, or otherwise engage in any other transactions transaction with, any of its Affiliates, unless such transaction is (i) otherwise permitted (or required) under this Agreement or (ii) except with respect to any Investments permitted by Section 6.04, upon terms no less favorable to the Borrowers or such Restricted Subsidiary, as applicable, than would be obtained in a comparable arm’s-length transaction with a person that is not an Affiliate. Any transaction or series of related transactions involving the payment of less than $10.0 million with any such Affiliate shall be deemed to have satisfied the standard set forth in clause (ii) above if such transaction is approved by a majority of the Disinterested Directors of the board of managers (or equivalent governing body) of any Parent Entity, the Borrowers or such Restricted Subsidiary. (b) The foregoing paragraph (a) at prices shall not prohibit, (i) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and on terms and conditions substantially as favorable stock ownership plans approved by the board of directors (or equivalent governing body) of any Parent Entity, (ii) loans or advances to the directors, officers, employees, members of management or consultants of Holdings, any Borrower or such Subsidiary any of its Subsidiaries permitted or not prohibited by Section 6.04, (in the good faith determination of the Borrower) as would reasonably be obtained on an arm’s-length basis from unrelated third parties, (biii) transactions between or among the Holdings, each Borrower and its Subsidiaries and any entity that becomes a Subsidiary as a result of such transaction Subsidiaries, in each case otherwise permitted or not involving any other Affiliate, prohibited by the Loan Documents, (civ) the payment of customary compensation fees and benefits and reimbursements of out-of-pocket costs to, and the provision of indemnity on behalf of, indemnities to directors, officers, consultantsemployees, employees and members of management or consultants of any Parent Entity, any Borrower and the Boards of Directors of the Borrower or such Subsidiary, (d) loans and advances to officers, directors, consultants and employees Restricted Subsidiaries in the ordinary course of business, , (ev) Restricted Payments permitted agreements in existence on the Closing Date and other payments permitted under Section 6.04, (f) employment, incentive, benefit, consulting and severance arrangements entered into (i) in the ordinary course of business or (ii) set forth in on Schedule 6.06, in each case, with officers, directors, consultants and employees of the Borrower or its Subsidiaries, (g) the transactions pursuant to the agreements set forth in Schedule 6.06 6.07 or any amendment thereto to the extent such an amendment, taken as a whole, amendment is not adverse to the Lenders in any material respect respect, (as determined in good faith vi) (A) any employment or severance agreements or arrangements entered into by the Borrower), (h) the payment of fees and expenses related to the Transactions, (i) the issuance of Qualified Equity Interests of the Borrower and the granting of registration or other customary rights in connection therewith, (j) the existence of, and the performance by the any Borrower or any Subsidiary of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the Borrower) than any of such documents and agreements as in effect on the Closing Date, (k) consulting services to joint ventures in the ordinary course of business and any other transactions between or among the Borrower, its Restricted Subsidiaries and joint ventures in the ordinary course of business, (lB) any subscription agreement or similar agreement pertaining to the repurchase of Equity Interests pursuant to put/call rights or similar rights with employees, officers, directors, members of management or consultants, and (C) any employee compensation, benefit plan or arrangement, any health, disability or similar insurance plan which covers employees, and any reasonable employment contract or arrangement and transactions pursuant thereto, (vii) Restricted Payments permitted under Section 6.06, (viii) any purchase by Holdings of or contributions to, the equity capital of the Borrower, (ix) payments by any Borrower or any of the Restricted Subsidiaries to the Permitted Investors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including in connection with acquisitions or divestitures, which payments are approved by the majority of the board of directors (or equivalent governing body) of such Borrower, in good faith, (x) transactions with landlordsamong the Borrowers and the Restricted Subsidiaries for the purchase or sale of goods, customersproducts, clients, suppliers, joint venture partners or purchasers or sellers of goods parts and services, in each case services entered into in the ordinary course of business business, (xi) any transaction in respect of which a Borrower delivers to the Administrative Agent (for delivery to the Lenders) a letter addressed to the board of directors (or equivalent governing body) of such Borrower from an accounting, appraisal or investment banking firm, in each case of nationally recognized standing, which letter states that such transaction is on terms that are no less favorable to such Borrower or such Subsidiary, as applicable, than would be obtained in a comparable arm’s-length transaction with a person that is not an Affiliate, (xii) the Transactions, including the payment of all fees, expenses, bonuses and not otherwise prohibited awards (including Transaction Costs) related to the Transactions, (xiii) Guarantees permitted by this Agreement, Section 6.01, (mxiv) the issuance and sale of Qualified Capital Stock or Permitted Debt Securities, (xv) transactions effected as a part with customers, clients, suppliers or Joint Ventures for the purchase or sale of a Qualified Receivables Transaction, (n) the provision of goods and services to directors or officers of the Borrower or any of its Subsidiaries of the nature provided by the Borrower or any of its Subsidiaries to customers entered into in the ordinary course of business and business, (oxvi) transactions approved by pursuant to the Audit Committee Tax Sharing Agreement, (xvii) the indemnification of the Board directors, officers, employees, members of Directors management or consultants of the any Parent Entity, any Borrower and its Subsidiaries in accordance with the Borrower’s policy regarding related party transactions customary practice, and (xviii) sales of accounts receivable, or participations therein, in effect from time to timeconnection with any Receivables Facility permitted by Section 6.01(z).

Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any Property to, or purchase, lease or otherwise acquire any Property from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) at prices and on terms and conditions substantially as favorable to the Borrower or such Subsidiary (in the good faith determination of the Borrower) as would could reasonably be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its Subsidiaries and any entity that becomes a Subsidiary as a result of such transaction not involving any other Affiliate, (c) the payment of customary compensation and benefits and reimbursements of out-of-pocket costs to, and the provision of indemnity on behalf of, directors, officers, consultants, employees and members of the Boards of Directors of the Borrower or such Subsidiary, (d) loans and advances to officers, directors, consultants and employees in the ordinary course of business, (e) Restricted Payments and other payments permitted under Section 6.04, (f) employment, incentive, benefit, consulting and severance arrangements entered into (i) in the ordinary course of business or (ii) set forth in Schedule 6.06, in each case, with officers, directors, consultants and employees of the Borrower or its Subsidiaries, (g) the transactions pursuant to the agreements set forth in Schedule 6.06 or any amendment thereto to the extent such an amendment, taken as a whole, is not adverse to the Lenders in any material respect (as determined in good faith by the Borrower), (h) the payment of fees and expenses related to the Transactions, (i) the issuance of Qualified Equity Interests of the Borrower and the granting of registration or other customary rights in connection therewith, (j) the existence of, and the performance by the Borrower or any Subsidiary of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Effective Date and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Effective Date shall only be permitted by this Section 6.06(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the Borrower) than any of such documents and agreements as in effect on the Closing Effective Date, (k) consulting services to joint ventures in the ordinary course of business and any other transactions between or among the Borrower, its Subsidiaries and joint ventures in the ordinary course of business, (l) transactions with landlords, customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and not otherwise prohibited by this Agreement, (m) transactions effected as a part of a Qualified Receivables Transaction, (n) the provision of services to directors or officers of the Borrower or any of its Subsidiaries of the nature provided by the Borrower or any of its Subsidiaries to customers in the ordinary course of business and (o) transactions approved by the Audit Committee of the Board of Directors of the Borrower in accordance with the Borrower’s policy regarding related party transactions in effect from time to time.

Transactions with Affiliates. The Borrower will not(a) Enter into any transaction, and will not permit including, without limitation, any of its Subsidiaries topurchase, sellsale, lease or exchange of property or the rendering of any service, with any Affiliate (other than the Borrower or any Subsidiary) unless such transaction is (i) otherwise transfer any Property to, or purchase, lease or otherwise acquire any Property from, or otherwise engage in any other transactions with, any of its Affiliates, except permitted under this Agreement and (aii) at prices upon fair and on reasonable terms and conditions substantially as no less favorable to the Borrower or such Subsidiary (Subsidiary, as the case may be, than it would obtain in the good faith determination of the Borrower) as would reasonably be obtained on a comparable arm's length transaction with a Person which is not an arm’s-length basis from unrelated third parties, Affiliate. (b) transactions between or among In addition, notwithstanding the foregoing, the Borrower and its Subsidiaries and any entity that becomes a Subsidiary as a result of such transaction not involving any other Affiliate, shall be entitled to make the following payments and/or to enter into the following transactions: (ci) the payment of reasonable and customary compensation fees and benefits and reimbursements reimbursement of out-of-pocket costs to, and the provision of indemnity on behalf of, directors, officers, consultants, employees and members of the Boards of Directors expenses payable to directors of the Borrower and Holdings or such Subsidiaryto any Plan, Plan administrator or Plan trustee; (dii) loans and advances to directors, officers and employees to the extent permitted by Section 8.02; (iii) the arrangements with respect to the procurement of services of directors, officers, directorsindependent contractors, consultants and or employees in the ordinary course of businessbusiness and the payment of reasonable fees in connection therewith; (iv) transactions with Holdings permitted by this Agreement; and (v) payments to directors and officers of the Borrower and its Subsidiaries in respect of the indemnification of such Persons in such respective capacities from and against any and all liabilities, (e) Restricted Payments and obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, as the case may be, pursuant to the Organization Documents or other payments permitted under Section 6.04, (f) employment, incentive, benefit, consulting and severance arrangements entered into (i) in the ordinary course of business or (ii) set forth in Schedule 6.06, in each case, with officers, directors, consultants and employees corporate action of the Borrower or its Subsidiaries, (g) the transactions respectively, or pursuant to the agreements set forth in Schedule 6.06 or any amendment thereto to the extent such an amendment, taken as a whole, is not adverse to the Lenders in any material respect (as determined in good faith by the Borrower), (h) the payment of fees and expenses related to the Transactions, (i) the issuance of Qualified Equity Interests of the Borrower and the granting of registration or other customary rights in connection therewith, (j) the existence of, and the performance by the Borrower or any Subsidiary of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the Borrower) than any of such documents and agreements as in effect on the Closing Date, (k) consulting services to joint ventures in the ordinary course of business and any other transactions between or among the Borrower, its Subsidiaries and joint ventures in the ordinary course of business, (l) transactions with landlords, customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and not otherwise prohibited by this Agreement, (m) transactions effected as a part of a Qualified Receivables Transaction, (n) the provision of services to directors or officers of the Borrower or any of its Subsidiaries of the nature provided by the Borrower or any of its Subsidiaries to customers in the ordinary course of business and (o) transactions approved by the Audit Committee of the Board of Directors of the Borrower in accordance with the Borrower’s policy regarding related party transactions in effect from time to timeapplicable law.

Transactions with Affiliates. The Borrower Except as set forth on Schedule 9.10, each Credit Party will not, and will not permit any of its Subsidiaries toSubsidiaries, sellto enter into or cause or permit to exist any arrangement, lease transaction or otherwise transfer any Property to, or contract (including for the purchase, lease or otherwise acquire exchange of property or the rendering of services) with any Property fromAffiliate (other than arrangements, transactions or otherwise engage in any other transactions with, any of its Affiliates, contracts solely among the Credit Parties) except (a) at prices on fair and on reasonable terms and conditions substantially as no less favorable to the Borrower such Credit Party or such Subsidiary (than it could obtain in the good faith determination of the Borrower) as would reasonably be obtained on an arm’s-length basis from unrelated third partiestransaction with a Person that is not an Affiliate, (b) transactions between any transaction expressly permitted under Section 9.01(f), 9.03, 9.05(d), 9.05(h), 9.05(j), 9.05(k) or among the Borrower and its Subsidiaries and any entity that becomes a Subsidiary as a result of such transaction not involving any other Affiliate9.07, (c) so long as it has been approved by Parent’s or its applicable Subsidiary’s Board of Directors in accordance with Applicable Law, (i) customary fees to, and indemnifications of, non-officer directors of the Credit Parties and their respective Subsidiaries or (ii) the payment of reasonable and customary compensation and benefits and reimbursements of out-of-pocket costs to, and the provision of indemnity on behalf of, directors, officers, consultants, employees and members for executive officers of the Boards of Directors of the Borrower or such Subsidiary, (d) loans Credit Parties and advances to officers, directors, consultants and employees their respective Subsidiaries in the ordinary course of business, (ec) Restricted Payments the payment of reasonable and customary compensation for other payments permitted under Section 6.04, (f) employment, incentive, benefit, consulting and severance arrangements entered into (i) in the ordinary course of business or (ii) set forth in Schedule 6.06, in each case, with officers, directors, consultants officers and employees of the Borrower or its Subsidiaries, (g) the transactions pursuant to the agreements set forth in Schedule 6.06 or any amendment thereto to the extent such an amendment, taken as a whole, is not adverse to the Lenders in any material respect (as determined in good faith by the Borrower), (h) the payment of fees Credit Parties and expenses related to the Transactions, (i) the issuance of Qualified Equity Interests of the Borrower and the granting of registration or other customary rights in connection therewith, (j) the existence of, and the performance by the Borrower or any Subsidiary of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the Borrower) than any of such documents and agreements as in effect on the Closing Date, (k) consulting services to joint ventures in the ordinary course of business and any other transactions between or among the Borrower, its their respective Subsidiaries and joint ventures in the ordinary course of business, (ld) transactions with landlords, customers, clients, suppliers, joint venture partners or purchasers or sellers provision of goods reasonable and services, in each case customary indemnification arrangements and benefit plans for officers and employees of the Credit Parties and their respective Subsidiaries in the ordinary course of business business, and not otherwise prohibited by this Agreement, (md) transactions effected as a part of a Qualified Receivables Transaction, (n) the provision of services to directors or officers of the Borrower or any of its among Subsidiaries of the nature provided by the Borrower or any of its Subsidiaries to customers that are not Credit Parties in the ordinary course of business and (o) transactions approved by the Audit Committee of the Board of Directors of the Borrower in accordance with the Borrower’s policy regarding related party transactions in effect from time to timebusiness.

Transactions with Affiliates. The Borrower will notEnter into any transaction of any kind with or for the benefit of any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any Property to, or purchase, lease or otherwise acquire any Property from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) at prices and on reasonable terms and conditions substantially as favorable to the Borrower or such Subsidiary as would be obtainable by the Borrower or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate; provided, (in a) that the good faith determination foregoing restriction shall not apply to transactions between or among any the Borrower and any of the Borrower) as would reasonably be obtained on an arm’s-length basis from unrelated third partiesSubsidiary Guarantors, (b) transactions between or among in any event, neither the Borrower and nor any of its Subsidiaries and shall pay any entity that becomes a Subsidiary as a result of such transaction not involving management or similar fees to any other Affiliate, (c) that the payment foregoing restriction shall not apply to (i) reimbursement by the Borrower of customary compensation and benefits and reimbursements of the out-of-pocket costs to, expenses incurred by the Sponsor Group in their monitoring and the provision of indemnity on behalf of, directors, officers, consultants, employees and members of the Boards of Directors oversight of the Borrower or such Subsidiaryand its Subsidiaries, (dii) loans employment and advances to officers, directors, consultants severance agreements between the Credit Parties and their respective officers and employees in the ordinary course of business, (eiii) Restricted Payments the payment of customary fees and other payments permitted under Section 6.04, (f) employment, incentive, benefit, consulting and severance arrangements entered into (i) in the ordinary course of business or (ii) set forth in Schedule 6.06, in each case, with officers, indemnities to directors, consultants officers and employees of the Borrower or its Subsidiaries, (g) the transactions pursuant to the agreements set forth in Schedule 6.06 or any amendment thereto to the extent such an amendment, taken as a whole, is not adverse to the Lenders in any material respect (as determined in good faith by the Borrower), (h) the payment of fees and expenses related to the Transactions, (i) the issuance of Qualified Equity Interests of the Borrower and the granting of registration or other customary rights in connection therewith, (j) the existence of, and the performance by the Borrower or any Subsidiary of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the Borrower) than any of such documents and agreements as in effect on the Closing Date, (k) consulting services to joint ventures in the ordinary course of business and any other transactions between or among the Borrower, its Subsidiaries and joint ventures in the ordinary course of business, (l) transactions with landlords, customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and not otherwise prohibited by this Agreement, (m) transactions effected as a part of a Qualified Receivables Transaction, (n) the provision of services to directors or officers of the Borrower or any of its Subsidiaries of the nature provided by the Borrower or any of its Subsidiaries to customers Credit Parties in the ordinary course of business and (oiv) transactions approved pursuant to the Related Agreements and other agreements in existence on the Closing Date as set forth on Schedule 6.8 or any amendment thereto (in the case of any such amendment, to the extent the same is permitted under the Loan Documents) and (d) it is understood and agreed that Restricted Payments otherwise permitted under subsection 6.6, common equity Investments by the Audit Committee Sponsor Group in Borrower otherwise permitted under this Article VI and the investment banking fees paid in respect of the Board of Directors of the Borrower in accordance with the Borrower’s policy regarding related party transactions in effect from time such Investments shall not be deemed to timeviolate this Section 6.8.

Transactions with Affiliates. The Borrower will shall not, and will shall cause each Restricted Subsidiary not permit any of its Subsidiaries to, selldirectly or indirectly, lease enter into any transaction of any kind with any Affiliate of the Borrower, whether or otherwise transfer any Property tonot in the ordinary course of business, or purchase, lease or otherwise acquire any Property from, or otherwise engage in any other transactions with, any of its Affiliates, except than (a) at prices transactions set forth on Schedule 8.08 and (b) on fair and reasonable terms and conditions substantially as favorable to the Borrower or such Restricted Subsidiary (in the good faith determination of the Borrower) as would reasonably be obtained on obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an arm’s-length basis from unrelated third partiesAffiliate, provided that the foregoing restriction shall not apply to (bi) transactions between or among the Borrower and its Subsidiaries and any entity that becomes a Subsidiary as a result of such transaction not involving any other Affiliate, (c) the payment of customary compensation and benefits and reimbursements of out-of-pocket costs to, and the provision of indemnity on behalf of, directors, officers, consultants, employees and members of the Boards of Directors of the Borrower or such Subsidiary, (d) loans and advances to officers, directors, consultants and employees in the ordinary course of business, (e) Restricted Payments and other payments permitted under Section 6.04, (f) employment, incentive, benefit, consulting and severance arrangements entered into (i) in the ordinary course of business or (ii) set forth in Schedule 6.06, in each case, with officers, directors, consultants and employees of the Borrower or its Subsidiaries, (g) the transactions pursuant to the agreements set forth in Schedule 6.06 or any amendment thereto to the extent such an amendment, taken as a whole, is not adverse to the Lenders in any material respect (as determined in good faith by the Borrower), (h) the payment of fees and expenses related to the Transactions, (i) the issuance of Qualified Equity Interests of the Borrower and the granting of registration or other customary rights in connection therewith, (j) the existence of, and the performance by the Borrower or any Subsidiary of its obligations under the terms of, Wholly-Owned Restricted Subsidiaries or between and among any limited liability company agreement, limited partnership Wholly-Owned Restricted Subsidiaries so long as such transactions are otherwise permitted (or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related theretonot restricted) to which it is a party on the Closing Date and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the Borrower) than any of such documents and agreements as in effect on the Closing Date, (k) consulting services to joint ventures in the ordinary course of business and any other transactions between or among the Borrower, its Subsidiaries and joint ventures in the ordinary course of business, (l) transactions with landlords, customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and not otherwise prohibited by this Agreement, (m) transactions effected as a part of a Qualified Receivables Transaction, (nii) the provision payment of compensation (including amounts paid pursuant to employee benefit plans) for the personal services to directors or officers of, indemnity provided on behalf of, and reimbursement of expense to, officers, directors, employees and consultants of the Borrower or any of its Subsidiaries the Restricted Subsidiaries, (iii) any contribution of capital to the nature provided Borrower or any Restricted Subsidiary other than in the form of Disqualified Equity Interests (unless such Disqualified Equity Interests are otherwise permitted to be issued by the Borrower or any of its Subsidiaries such Restricted Subsidiary under this Agreement) or (iv) any Investment or Restricted Payment permitted to customers in the ordinary course of business and (o) transactions approved by the Audit Committee of the Board of Directors of the Borrower in accordance with the Borrower’s policy regarding related party transactions in effect from time be made pursuant to timeSection 8.02 or Section 8.06, as applicable.

Transactions with Affiliates. The Borrower will notEnter into, and will not permit any of its Subsidiaries to, sell, lease directly or otherwise transfer any Property to, or purchase, lease or otherwise acquire any Property from, or otherwise engage in any other transactions withindirectly, any transaction or series of its Affiliatesrelated transactions, except (a) at prices and on terms and conditions substantially as favorable to the Borrower whether or such Subsidiary (in the good faith determination of the Borrower) as would reasonably be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its Subsidiaries and any entity that becomes a Subsidiary as a result of such transaction not involving any other Affiliate, (c) the payment of customary compensation and benefits and reimbursements of out-of-pocket costs to, and the provision of indemnity on behalf of, directors, officers, consultants, employees and members of the Boards of Directors of the Borrower or such Subsidiary, (d) loans and advances to officers, directors, consultants and employees in the ordinary course of business, with any Affiliate of any Company (eother than between or among Borrower and one or more Subsidiary Guarantors), other than on terms and conditions at least as favorable to such Company as would reasonably be obtained by such Company at that time in a comparable arm’s-length transaction with a person other than an Affiliate, except that the following shall be permitted: (a) Restricted Payments Dividends permitted by Section 6.08; (b) Investments permitted by Sections 6.04(e) and (f)(i) and (iii); (c) reasonable and customary director, officer and employee compensation (including bonuses) and other payments permitted under Section 6.04benefits (including retirement, (fhealth, stock option and other benefit plans) employment, incentive, benefit, consulting and severance arrangements entered into (i) in the ordinary course of business or (ii) set forth in Schedule 6.06indemnification arrangements, in each case, with officers, directors, consultants and employees of the Borrower or its Subsidiaries, (g) the transactions pursuant to the agreements set forth in Schedule 6.06 or any amendment thereto to the extent such an amendment, taken as a whole, is not adverse to the Lenders in any material respect (as determined in good faith case approved by the Board of Directors of Borrower), ; (h) the payment of fees and expenses related to the Transactions, (i) the issuance of Qualified Equity Interests of the Borrower and the granting of registration or other customary rights in connection therewith, (j) the existence of, and the performance by the Borrower or any Subsidiary of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the Borrower) than any of such documents and agreements as in effect on the Closing Date, (k) consulting services to joint ventures in the ordinary course of business and any other transactions between or among the Borrower, its Subsidiaries and joint ventures in the ordinary course of business, (ld) transactions with landlords, customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and otherwise not prohibited by the Loan Documents; (e) the existence of, and the performance by any Loan Party of its obligations under the terms of, any limited liability company, limited partnership or other Organizational Document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Original Closing Date and which has been disclosed to the Lenders as in effect on the Original Closing Date, and similar agreements that it may enter into thereafter; provided, however, that the 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 Original Closing Date shall only be permitted by this Section 6.09(e) to the extent not more adverse to the interest of the Lenders in any material respect, when taken as a whole, than any of such documents and agreements as in effect on the Original Closing Date; (f) sales of Qualified Capital Stock of Borrower to Affiliates of Borrower not otherwise prohibited by this Agreement, the Loan Documents and the granting of registration and other customary rights in connection therewith; and (mg) transactions effected as a part any transaction with an Affiliate where the only consideration paid by any Loan Party is Qualified Capital Stock of a Qualified Receivables Transaction, (n) the provision of services to directors or officers of the Borrower or any of its Subsidiaries of the nature provided by the Borrower or any of its Subsidiaries to customers in the ordinary course of business and (o) transactions approved by the Audit Committee of the Board of Directors of the Borrower in accordance with the Borrower’s policy regarding related party transactions in effect from time to time.

Transactions with Affiliates. The Borrower will notEnter into, and will not permit any of its Subsidiaries to, sell, lease directly or otherwise transfer any Property to, or purchase, lease or otherwise acquire any Property from, or otherwise engage in any other transactions withindirectly, any transaction or series of its Affiliatesrelated transactions, except (a) at prices and on terms and conditions substantially as favorable to the Borrower whether or such Subsidiary (in the good faith determination of the Borrower) as would reasonably be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its Subsidiaries and any entity that becomes a Subsidiary as a result of such transaction not involving any other Affiliate, (c) the payment of customary compensation and benefits and reimbursements of out-of-pocket costs to, and the provision of indemnity on behalf of, directors, officers, consultants, employees and members of the Boards of Directors of the Borrower or such Subsidiary, (d) loans and advances to officers, directors, consultants and employees in the ordinary course of business, with or for the benefit of any Affiliate of any Company (other than between or among Loan Parties), other than on terms and conditions at least as favorable to such Company as would reasonably be obtained by such Company at that time in a comparable arm’s-length transaction with a person other than an Affiliate, except that the following shall be permitted: (a) Dividends permitted by Section 6.08; (b) Investments permitted by Section 6.04(d), (e), (h), (i), (l), (p), or (s); (c) Restricted Payments mergers, amalgamations and other payments consolidations permitted under by Section 6.046.05(c), (d), (e), (f) employmentor (g), incentiveAsset Sales permitted by Section 6.06(h)(iv) and (v), benefitor (m); (d) reasonable and customary director, consulting officer and severance arrangements entered into employee compensation (iincluding bonuses) and other benefits (including retirement, health, stock option and other benefit plans) and indemnification arrangements, in each case approved by the Board of Directors of the Borrower; (e) transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business or (ii) set forth in Schedule 6.06, in each case, with officers, directors, consultants and employees on terms not materially less favorable as might reasonably have been obtained at such time from a Person that is not an Affiliate of the Borrower or its SubsidiariesBorrower, (g) the transactions pursuant to the agreements set forth in Schedule 6.06 or any amendment thereto to the extent such an amendment, taken as a whole, is not adverse to the Lenders in any material respect (as determined in good faith by the Borrower), and otherwise not prohibited by the Loan Documents; (h) the payment of fees and expenses related to the Transactions, (i) the issuance of Qualified Equity Interests of the Borrower and the granting of registration or other customary rights in connection therewith, (jf) the existence of, and the performance by the Borrower or any Subsidiary Company of its obligations under the terms of, any limited liability company agreementcompany, limited partnership or other organizational document Organizational Document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which is set forth has been disclosed in writing to the Administrative Agent as in effect on Schedule 6.06the Closing Date, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) to the extent not more adverse to the interest interests of the Lenders in any material respect respect, when taken as a whole (in the good faith determination of the Borrower) whole, than any of such documents and agreements as in effect on the Closing Date, ; (kg) consulting services the Transactions as contemplated by the Transaction Documents; (h) Qualified Securitization Transactions permitted under Section 6.01(e) and transactions in connection therewith on a basis no less favorable to joint ventures the applicable Company as would be obtained in the ordinary course of business a comparable arm’s length transaction with a person not an Affiliate thereof; (i) cash management netting and any other pooled account arrangements permitted under Section 6.01(r); (j) transactions between or among any Companies that are not Loan Parties; (k) transactions pursuant to a management agreement with the Borrower, its Subsidiaries and joint ventures in Specified Holders so long as the ordinary course aggregate payment of business, Management Fees thereunder are permitted under Section 6.08(c); (l) transactions between Loan Parties and Companies that are not Loan Parties that are at least as favorable to each such Loan Party as would reasonably be obtained by such Loan Party in a comparable arm’s-length transaction with landlords, customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and not otherwise prohibited by this Agreement, a person other than an Affiliate; and (m) transactions effected as a part contemplated by the Receivables Purchase Agreements; provided that notwithstanding any of a Qualified Receivables Transaction, (n) the foregoing or any other provision of services this Agreement, all intercompany loans, advances or other extensions of credit made to directors or officers of the Borrower or any of its Subsidiaries of the nature provided by the Borrower or any of its Subsidiaries to customers Companies organized in the ordinary course of business and (o) transactions approved by the Audit Committee of the Board of Directors of the Borrower in accordance with the Borrower’s policy regarding related party transactions in effect from time to timeSwitzerland shall be on fair market terms.