Common use of Transactions with Affiliates Clause in Contracts

Transactions with Affiliates. Sell or transfer any property or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions between or among Loan Parties, and (b) the Borrower or any Subsidiary may engage in any transactions in the ordinary course of business at prices and on terms and conditions (taken as a whole) not less favorable to the Borrower or such Subsidiary in any material respect than could be obtained in a comparable transaction on an arm’s-length basis from unrelated third parties, provided, that in the case of any such transaction (or series of related transactions) involving aggregate consideration to any party in excess of $5,000,000, the Borrower shall provide the Administrative Agent with a fairness opinion from a financial advisor of nationally recognized standing as to the fairness of such transaction to the Loan Parties; (c) the Transactions and the payment of fees and expenses made in connection with the Transactions as required by the Acquisition Agreement, (d) the payment of any Management Fees, (e) issuances of Equity Interests of the Borrower to the extent otherwise not prohibited by this Agreement, (f) employment and severance arrangements between the Borrower and its Subsidiaries and their respective officers and employees in the ordinary course of business or otherwise required by the documents governing the Transactions (including loans and advances to the extent constituting permitted Investments), (g) any transaction pursuant to any arrangement existing as of the Closing Date and set forth on Schedule 6.08, (h) 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, consultants and employees of Holdings (or any direct or indirect parent thereof), the Borrower and its Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Subsidiaries, (i) any Restricted Payments permitted under Section 6.07.

Transactions with Affiliates. Sell Enter into any transaction of any kind with any Affiliate of the Borrowers, whether or transfer any property or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions between or among Loan Parties, and (b) the Borrower or any Subsidiary may engage in any transactions not in the ordinary course of business at prices business, other than (a) transactions among Loan Parties, (b) on fair and on reasonable terms and conditions (taken substantially as a whole) not less favorable to the Parent Guarantor, the relevant Borrower or such Restricted Subsidiary in any material respect than could as would be obtained obtainable by the Parent Guarantor, such Borrower or such Restricted Subsidiary in a comparable transaction on an arm’s-length basis from unrelated third parties, provided, that in the case of any such transaction (or series of related transactions) involving aggregate consideration to any party in excess of $5,000,000, the Borrower shall provide the Administrative Agent with a fairness opinion from a financial advisor of nationally recognized standing as to the fairness of such transaction to the Loan Parties; Person other than an Affiliate, (c) the Transactions and the payment of fees and expenses made in connection with the Transactions as required by consummation of the Acquisition Agreement, Transactions, (d) loans and other transactions by the payment of any Management Fees, (e) issuances of Equity Interests of Parent Guarantor, the Borrower Borrowers and the Subsidiaries to the extent otherwise not prohibited by this Agreement, , (fe) entering into employment and severance arrangements between Parent, any Intermediate Holding Company, the Borrower Parent Guarantor, the Borrowers and its the Restricted Subsidiaries and their respective officers and employees, as determined in good faith by the board of directors or senior management of the relevant Person, (f) the payment of customary fees and reimbursement of reasonable out-of-pocket costs of, and customary indemnities provided to or on behalf of, directors, officers and employees of the Parent, any Intermediate Holding Company, the Parent Guarantor, the Borrowers and the Restricted Subsidiaries in the ordinary course of business or otherwise required by the documents governing the Transactions (including loans and advances Sponsors or to their Affiliates, to the extent constituting permitted Investments), attributable to the ownership or operations of the Parent Guarantor, the Borrowers and the Restricted Subsidiaries, as determined in good faith by the board of directors or senior management of the relevant Person, (g) any transaction the payment of fees, expenses, indemnities or other payments pursuant to any arrangement existing as of to, and transactions pursuant to, the permitted agreements in existence on the Closing Date and set forth on Schedule 6.08, 7.08 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect and (h) 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, consultants and employees of Holdings (or any direct or indirect parent thereof), the Borrower and its Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Subsidiaries, (i) any Restricted Payments permitted under Section 6.077.06.

Transactions with Affiliates. Sell Enter into any transaction, including any purchase, sale, lease or transfer any property or assets toexchange of property, or purchase or acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions between or among Loan Parties, and (b) the Borrower or any Subsidiary may engage in any transactions in the ordinary course of business at prices and on terms and conditions (taken as a whole) not less favorable to the Borrower or such Subsidiary in any material respect than could be obtained in a comparable transaction on an arm’s-length basis from unrelated third parties, provided, that in the case rendering of any such transaction (service or series the payment of related transactions) any management, advisory or similar fees, with any Affiliate involving aggregate consideration to any party in excess of $5,000,000, unless such transaction is (x) otherwise permitted under this Agreement, and (y) upon fair and reasonable terms no less favorable to the Borrower shall provide the Administrative Agent relevant Group Member than it would obtain in a comparable arm’s length transaction with a fairness opinion from a financial advisor of nationally recognized standing as to Person that is not an Affiliate other than: (a) transactions among the fairness of such transaction to Parent and the Loan PartiesRestricted Subsidiaries; (b) any Restricted Payment permitted by Section 7.6 and any Investment permitted by Section 7.8; (c) any issuance of Capital Stock (other than Disqualified Capital Stock) of the Transactions and the payment of fees and expenses made in connection with the Transactions as required by the Acquisition Agreement,Parent; (d) payments or transactions arising under or contemplated by any contract, agreement, instrument or arrangement in effect on the payment Closing Date, including, without limitation, the Transaction Documentation, and as amended or modified thereafter on terms that are not materially less favorable to the Parent and its Restricted Subsidiaries, taken as a whole, considered in the aggregate taking into account all such substantially contemporaneous amendments and modifications of any Management Fees,the Transaction Documentation; (e) issuances of Equity Interests of the Borrower arrangements with respect to the extent otherwise not prohibited by this Agreement, (f) employment and severance arrangements between the Borrower and its Subsidiaries and their respective officers and procurement of services of directors, officers, independent contractors, consultants or employees in the ordinary course of business and the payment of customary compensation (including bonuses) and other benefits (including retirement, health, stock option and other benefit plans) and reasonable reimbursement arrangements in connection therewith; (f) loans or advances to officers, directors or employees of the Parent or its Restricted Subsidiaries in the ordinary course of business or consistent with past practice or guarantees in respect thereof or otherwise required by the documents governing the Transactions made on their behalf (including loans and advances to the extent constituting permitted Investmentspayment on such guarantees),; (g) any transaction pursuant to any arrangement existing as of the Closing Date and set forth on Schedule 6.08, (h) the payment of customary fees and reasonable out-of-pocket costs tofees, expenses and indemnities provided on behalf of, members of the board of to directors, officers, consultants and employees of Holdings (or any direct or indirect parent thereof), the Borrower Parent and its the Restricted Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Subsidiaries, business; (h) [reserved]; (i) transactions with any Affiliate in its capacity as a holder of Indebtedness or Capital Stock of the Parent; provided that such Affiliate is treated the same as other such holders; (j) transactions for which the Parent or any Restricted Payments permitted under Section 6.07Subsidiary, as the case may be, obtains a favorable written opinion from a nationally recognized investment banking firm as to the fairness of the transaction to the Parent and its Restricted Subsidiaries from a financial point of view; and (k) transactions with a Person that is an Affiliate of the Parent solely because the Parent owns, directly or through a Restricted Subsidiary, an Investment in, or controls, such Person.

Transactions with Affiliates. Sell or transfer any property or assets to, or purchase or acquire any property or assets from, or otherwise None of the Group Companies will engage in any other transactions with, any of its Affiliates, except (a) transactions between or among Loan Parties, and (b) the Borrower or any Subsidiary may engage in any transactions in the ordinary course of business at prices and on terms and conditions (taken as a whole) not less favorable to the Borrower or such Subsidiary in any material respect than could be obtained in a comparable transaction on an arm’s-length basis from unrelated third parties, provided, that in the case of any such transaction (or series of related transactions) involving aggregate consideration to transactions with any party in excess Affiliate of $5,000,000, the Borrower shall provide the Administrative Agent with a fairness opinion from a financial advisor of nationally recognized standing as to the fairness of such transaction to the Loan Parties;Holdings other than: (c) the Transactions and the payment of fees and expenses made in connection with the Transactions as required by the Acquisition Agreement, (di) the payment of management and other fees when due, pursuant to the Management Agreement and OTPP Side Letters, in each case, as in effect, on the date hereof; provided that no such payment may be made if the Administrative Agent shall have notified the Borrower (which notice may be provided by electronic mail) that a Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such payment (it being understood and agreed that any Management Fees,payment which cannot be made when due as a result of a Default or an Event of Default shall continue to accrue and may be made upon the cure or waiver of such Default or Event of Default or otherwise with the consent of the Required Lenders); (eii) issuances reimbursement of Equity Interests of the Borrower to the extent otherwise not prohibited by this Agreement, (f) employment and severance arrangements between the Borrower and its Subsidiaries and their respective officers and employees in the ordinary course of business or otherwise required by the documents governing the Transactions (including loans and advances to the extent constituting permitted Investments), (g) any transaction pursuant to any arrangement existing as of the Closing Date and set forth on Schedule 6.08, (h) the payment of customary fees and reasonable out-of-pocket costs to, expenses and indemnities provided on behalf ofpursuant to the Management Agreement and OTPP Side Letters; (iii) transfers of assets to any Credit Party other than Holdings permitted by Section 7.05; (iv) transactions expressly permitted by Section 7.01, members Section 7.04, Section 7.05, Section 7.06 or Section 7.07; (v) normal compensation, indemnities and reimbursement of the board reasonable expenses of directors, officers, consultants directors and employees of Holdings board observers; (or vi) other transactions in existence on the Closing Date to the extent disclosed in Schedule 7.09; (vii) any direct or indirect parent thereof), transaction entered into among the Borrower and its Wholly-Owned Subsidiaries or among such Wholly-Owned Subsidiaries; (viii) preemptive rights held by the Investor Group in respect of the Equity Interests of Holdings or Intermediate Holdings; and (ix) so long as no Default or Event of Default has occurred and is continuing, other transactions which are engaged in by the Borrower or any of its Subsidiaries in the ordinary course of its business on terms and conditions as favorable to such Person as would be obtainable by it in a comparable arms’-length transaction with an independent, unrelated third party. Notwithstanding the foregoing, none of Holdings or any of its Subsidiaries will enter into any management, consulting or similar agreement or arrangement other than the Management Agreement with, or otherwise pay any professional, consulting, management or similar fees to or for the benefit of, the Sponsor Group or its successors or transferees, except for payments pursuant to the extent attributable to the ownership or operation of the Borrower and its SubsidiariesManagement Agreement permitted under clause (i), (iii), (vi) any Restricted Payments permitted under Section 6.07or (viii) above.

Transactions with Affiliates. Sell The Borrower shall not, and shall not permit any Guarantor or transfer Subsidiary of any of them to, permit to exist or enter into, any transaction (including the purchase, sale, lease or exchange of any property or assets to, or purchase or acquire the rendering of any property or assets from, or otherwise engage in service) with any other transactions with, any of its Affiliates, except Affiliate (a) transactions between or among Loan Parties, and (b) but not including the Borrower or any Subsidiary may engage Guarantor), except (i) transactions in any connection with Management Agreements or other property management agreements relating to Real Estate other than the Unencumbered Pool Assets, (ii) transactions set forth on Schedule 6.14 attached hereto, (iii) transactions in the ordinary course of business at prices pursuant to the reasonable requirements of the business of such Person (including, for the avoidance of doubt, operating leases entered into between or among the Borrower, any Guarantor and on terms and conditions (taken as a whole) not less favorable to any Wholly-Owned Subsidiary of the Borrower or such Subsidiary in any material respect Guarantor) and upon fair and reasonable terms which are no less favorable to such Person than could would be obtained in a comparable arm’s length transaction on an arm’s-length basis from unrelated third parties, provided, that in the case of any such transaction (or series of related transactions) involving aggregate consideration to any party in excess of $5,000,000, the Borrower shall provide the Administrative Agent with a fairness opinion from a financial advisor of nationally recognized standing as to the fairness of such transaction to the Loan Parties; Person that is not an Affiliate, (civ) the Transactions reasonable and the payment of fees and expenses made in connection with the Transactions as required by the Acquisition Agreement, (d) the payment of any Management Fees, (e) issuances of Equity Interests of the Borrower to the extent otherwise not prohibited by this Agreement, (f) employment and severance arrangements between the Borrower and its Subsidiaries and their respective officers and employees in the ordinary course of business or otherwise required by the documents governing the Transactions (including loans and advances to the extent constituting permitted Investments), (g) any transaction pursuant to any arrangement existing as of the Closing Date and set forth on Schedule 6.08, (h) the payment of customary fees and reasonable out-of-pocket costs paid to, and indemnities provided on behalf ofindemnification arrangements with, members of the board of directors (or similar governing body) of any of REIT, Borrower and their respective Subsidiaries or the issuance of directors’ or nominees’ qualifying shares, officers(v) compensation and indemnification arrangements for directors (or equivalent), consultants officers and employees of Holdings the Advisor, REIT, Borrower and their respective Subsidiaries, including retirement, health, option and other benefit plans, bonuses, performance-based incentive plans, and other similar forms of compensation, the granting of Equity Interests to the Advisor and directors (or any direct or indirect parent thereofequivalent), officers and employees of the Advisor, REIT, Borrower and its their respective Subsidiaries in connection with the ordinary course implementation of business to any such arrangement, and the extent attributable to the ownership or operation funding of any such arrangement, (vi) transactions among Borrower and a Wholly-Owned Subsidiary of the Borrower and its Subsidiaries, (i) any Restricted Payments permitted under Section 6.07§§8.3 and 8.4, and transactions permitted under §8.7 and (vii) transactions pursuant to the Advisory Agreement.

Transactions with Affiliates. Sell The Borrower will not, and will not permit any Restricted Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, with a fair market value in excess of $5,000,000 except: (a) transactions between or among Loan Parties, and (b) the Borrower or any Subsidiary may engage in any transactions in the ordinary course of business at prices and on terms and conditions (taken as a whole) not materially less favorable to the Borrower or such Restricted Subsidiary in any material respect than could reasonably be expected to be obtained in a comparable transaction on an arm’s-length basis from unrelated third parties, provided, that parties (as determined in good faith by the case of any such transaction Borrower); (b) transactions between or among the Borrower and the Restricted Subsidiaries (or series of related transactions) involving aggregate consideration to any party in excess of $5,000,000, the Borrower shall provide the Administrative Agent with entity that becomes a fairness opinion from Restricted Subsidiary as a financial advisor of nationally recognized standing as to the fairness result of such transaction to the Loan Partiestransaction) not involving any other Affiliate; (c) loans or advances to employees, officers and directors permitted under Section 6.04; (d) payroll, travel and similar advances to cover matters permitted under Section 6.04; (e) the payment of reasonable fees and reimbursement of out-of-pocket expenses to directors of Holdco, the Borrower or any Restricted Subsidiary; (f) compensation (including bonuses) and employee benefit arrangements paid to, indemnities provided for the benefit of, and employment and severance arrangements entered into with, directors, officers, managers, consultants or employees of Holdco, the Borrower or the Subsidiaries in the ordinary course of business, including in connection with the Transactions and any other transaction permitted hereunder; (g) 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; (h) any payments to any (x) Sponsor or its Affiliates of or on account of monitoring, management, consulting, advisory or similar fees (including termination and transaction fees) payable pursuant to and in accordance with the Services Agreement (which fees payable in any fiscal year pursuant to this subclause (x) shall not exceed the amount permitted to be paid pursuant to the Services Agreement as in effect on the Closing Date); provided that, upon the occurrence and during the continuance of a Specified Event of Default such amounts may accrue, but not be payable in cash during such period, but all such accrued amounts (plus accrued interest, if any, with respect thereto) may be payable in cash upon the cure or waiver of such Event of Default and (y) Equity Investor or its Affiliates for reimbursement of out-of-pocket costs and expenses and indemnities in connection therewith; (i) payment of fees and expenses made pursuant to the Transactions, 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 (including in connection with acquisitions or divestitures), which payments are approved by a majority of the Transactions as required by disinterested members of the Acquisition Agreement,board of directors of Holdco in good faith; (dj) the payment of any Management Fees, (e) issuances of Equity Interests of the Borrower to the extent otherwise Restricted Payment and payments on Indebtedness not prohibited by this Agreement,Section 6.08; (fk) employment any transaction among Holdco and severance arrangements between its Parent Entities, the Borrower and its Subsidiaries for the sharing of liabilities for taxes so long as the payments made pursuant to such transaction are made by and their respective officers among the members of Holdco’s or the Borrower’s “affiliated group” (as defined in the Code); provided that any payments by the Borrower and employees its Subsidiaries to Holdco and/or the Parent Entities shall be permitted only to the extent permitted under Section 6.08(a)(iii); (l) transactions between and among the Borrower and its Subsidiaries which are in the ordinary course of business and transactions between the Borrower, Holdco and its direct or otherwise required by indirect shareholders in the documents governing ordinary course of business with respect to the Transactions Equity Interests in Holdco or any Parent Entity, such as shareholder agreements, registration agreements and including providing expense reimbursement and indemnities in respect thereof; (including loans m) the Transactions; (n) the existence and advances performance of agreements and transactions with any Unrestricted Subsidiary that were entered into prior to the designation of a Restricted Subsidiary as such Unrestricted Subsidiary to the extent constituting that the transaction was permitted Investments),at the time that it was entered into with such Restricted Subsidiary and transactions entered into by an Unrestricted Subsidiary with an Affiliate prior to the redesignation of any such Unrestricted Subsidiary as a Restricted Subsidiary; (go) any transaction pursuant to any arrangement existing as Affiliate repurchases of the Closing Date Loans or Commitments to the extent permitted hereunder and the holding of such Loans or Commitments and the payments and other transactions contemplated herein in respect thereof; (p) transactions set forth on Schedule 6.08,6.09, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time in accordance with the other terms of this covenant or to the extent not more disadvantageous to the Secured Parties in any material respect (taken as a whole); (hq) any customary transaction with a Receivables Facility or a Securitization Subsidiary effected as part of a Qualified Securitization Financing; (r) [Reserved]; (s) payments to or from, and transactions with, joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by the Borrower and the Restricted Subsidiaries in such joint venture) in the ordinary course of business; (t) loans and other transactions by and among the Borrower and its Restricted Subsidiaries to the extent not prohibited Section 6.06 (other than Section 6.06(x)); (u) transactions by the Borrower and its Restricted Subsidiaries with customers, clients, joint venture partners, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement that are fair to Borrower and the Restricted Subsidiaries, as determined in good faith by the board of directors or the senior management of the relevant Person, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (v) any transaction between or among the Borrower or any Restricted Subsidiary and any Affiliate of the Borrower or a Joint Venture or similar entity that would constitute an Affiliate transaction solely because the Borrower or a Restricted Subsidiary owns an equity interest in or otherwise controls such Affiliate, Joint Venture or similar entity; (w) transactions in which the Borrower or any Restricted Subsidiary, as the case may be, delivers to the Administrative Agent a letter from an independent financial advisor stating that such transaction is fair to the Borrower or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (a) of this Section 6.09; (i) investments by Permitted Holders in securities of the Borrower or any Restricted Subsidiary (and payment of reasonable out-of-pocket expenses incurred by such Permitted Holders in connection therewith) so long as the investment is being offered by the Borrower or such Restricted Subsidiary generally to other investors on the same or more favorable terms, and (ii) payments to Permitted Holders in respect of securities or loans of the Borrower or any Restricted Subsidiary contemplated in the foregoing clause (i) or that were acquired from Persons other than the Borrower and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans; provided that with respect to securities of the Company or any Restricted Subsidiary contemplated in clause (i) above, such investment constitutes less than 10% of the proposed or outstanding issue amount of such class of securities; and (y) the payment of customary fees and reasonable out-of-pocket costs to, and expenses relating to registration rights and indemnities provided on behalf of, members to shareholders of the board of directors, officers, consultants and employees of Holdings (Holdco or any direct or indirect parent thereof), the Borrower and its Subsidiaries in the ordinary course of business thereof pursuant to the extent attributable to equityholders agreement, limited liability company agreement or the ownership registration rights agreement entered into on or operation of after the Borrower and its Subsidiaries, (i) any Restricted Payments permitted under Section 6.07Closing Date.

Transactions with Affiliates. Sell or transfer Upon and after the consummation of the Combination Transactions, enter into any property or assets to, or purchase or acquire transaction of any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions between or among Loan Parties, and (b) the Borrower kind with Discovery or any Subsidiary may engage in any transactions Affiliate of Discovery, whether or not in the ordinary course of business at prices and business, other than (A) on terms and conditions (taken substantially as a whole) not less favorable to the Borrower or such Subsidiary in any material respect than could as would be obtained obtainable by the Borrower or such Subsidiary at the time in a comparable arm’s length transaction on with a Person other than an arm’s-length basis from unrelated third parties, provided, that Affiliate or (B) any such transaction or series of related or similar transactions involving an amount (in the case of such a transaction or transactions providing for periodic payments or installments, including the aggregate amount of such payments or installments, and in the case of Indebtedness, including the largest aggregate amount that may be outstanding thereunder and the largest amount of interest and fees that may become due thereunder in any such transaction (or series of related transactionstwelve month period) involving aggregate consideration to any party not in excess of $5,000,000, 60,000,000; provided that the foregoing restriction shall not apply to: (a) transactions otherwise permitted hereunder with a Joint Venture pursuant to a Joint Venture Agreement to which a Significant Shareholder and/or an Affiliate of a Significant Shareholder (other than the Borrower shall provide or any of its Subsidiaries) is also a party; provided that such Joint Venture Agreement is on terms substantially as favorable to the Administrative Agent 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 fairness opinion from Person other than an Affiliate; (b) transactions otherwise permitted hereunder between or among the Borrower and any of its Subsidiaries (other than any Subsidiary of the Borrower that is a financial advisor of nationally recognized standing as to the fairness of Joint Venture described in clause (a) above) or between and among any such transaction to the Loan PartiesSubsidiaries; (c) the Transactions and the payment of fees and expenses Guarantees made in connection with the Transactions as required by the Acquisition Agreement,Borrower or any of its Subsidiaries otherwise permitted under Section 7.03 in respect of any Affiliate of such Person; (d) the payment of any Management Fees,Restricted Payments permitted by Section 7.06; (ei) issuances expense reimbursement, indemnities, salaries and other compensation to current and former officers, directors, consultants, advisors and employees of Equity Interests Discovery, the Borrower or any Subsidiary of the Borrower to the extent otherwise not prohibited by this Agreement, Borrower, or (fii) employment entering into (and payments under) employment, benefit plans, service and severance arrangements between with current and former officers, directors, consultants, advisors and employees of Discovery, the Borrower and its Subsidiaries and their respective officers and employees in the ordinary course of business or otherwise required by the documents governing the Transactions (including loans and advances to the extent constituting permitted Investments), (g) any transaction pursuant to any arrangement existing as Subsidiary of the Closing Date and set forth on Schedule 6.08, (h) the payment Borrower, including, without limitation, grants of customary fees and reasonable out-of-pocket costs tosecurities, stock options, and indemnities provided on behalf ofsimilar rights, members of as determined in good faith by the board of directors, officers, consultants and employees a committee thereof or senior management of Holdings (or any direct or indirect parent thereof)Discovery, the Borrower and its Subsidiaries or such Subsidiary, as applicable; (f) transactions pursuant to or in connection with the ordinary course of business Transactions; and (g) transactions pursuant to the extent attributable to the ownership or operation of the Borrower and its Subsidiaries, (i) in connection with any Restricted Payments permitted under Section 6.07Permitted Securitization Financing.

Transactions with Affiliates. Sell The Borrower will not, and will not permit any Restricted Subsidiary to, sell, lease, license or otherwise transfer any property or assets to, or purchase purchase, lease, license or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except except (ai) transactions between or among Loan Parties, and (b) the Borrower or any Subsidiary may engage in any transactions in the ordinary course of business at prices and on terms and conditions (conditions, taken as a whole) , not less favorable to the Borrower or such Restricted Subsidiary than those that would prevail in any material respect than could be obtained in a comparable transaction on an arm’s-length basis from transaction with unrelated third parties, provided, that in the case of any such transaction (ii) transactions between or series of related transactions) involving aggregate consideration to any party in excess of $5,000,000, among the Borrower shall provide the Administrative Agent with a fairness opinion from a financial advisor of nationally recognized standing as to the fairness of such transaction to the Loan Parties; (c) the Transactions and the payment of fees and expenses made in connection with the Transactions as required Restricted Subsidiaries not involving any other Affiliate, (iii) any Restricted Payment permitted by the Acquisition Agreement, Section 7.03(h), (div) the payment of any Management Fees, (e) issuances reasonable fees and compensation to, and the providing of Equity Interests reasonable indemnities on behalf of, directors and officers of the Borrower to or any Restricted Subsidiary, as determined by the extent otherwise not prohibited by this Agreement, (f) employment and severance arrangements between Board of Directors of the Borrower in good faith, (v) the Spin Transaction and its Subsidiaries any agreements entered into pursuant thereto, (vi) the transactions described in Schedule 7.03(i), (vii) any reasonable or customary employment, consulting, service, severance, termination agreement, employee benefit plan, compensation arrangement, indemnification arrangement, or any similar arrangement entered into by the Borrower or a Restricted Subsidiary with a current or former director, officer or employee of the Borrower or a Restricted Subsidiary and their respective payments related thereto; or any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements and other compensation arrangements, options to purchase Capital Stock of the Borrower, restricted stock plans, restricted stock unit plans, long-term incentive plans, stock appreciation rights plans, participation plans or similar employee benefits plans and/or indemnity provided on behalf of directors, officers and employees of the Borrower or a Restricted Subsidiary approved by the Board of Directors of the Borrower, (viii) (x) reimbursement of employee travel and lodging costs and other business expenses incurred in the ordinary course of business or otherwise required by the documents governing the Transactions and (including y) loans and advances to the extent constituting permitted Investments), (g) any transaction pursuant to any arrangement existing as of the Closing Date and set forth on Schedule 6.08, (h) 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, consultants and employees of Holdings (or any direct or indirect parent thereof), the Borrower and its Subsidiaries made in the ordinary course of business to in compliance with applicable laws and consistent with the extent attributable to the ownership or operation past practices of the Borrower or that Restricted Subsidiary, as the case may be; (ix) pledges of equity interests of Unrestricted Subsidiaries to secure Indebtedness of such Unrestricted Subsidiaries; and its Subsidiaries, (ix) any Restricted Payments permitted under Section 6.07transactions entered into as part of a Permitted Receivables Financing on customary terms (as determined by the Borrower’s Board of Directors).

Transactions with Affiliates. Sell Enter into any transaction, including any purchase, sale, lease or transfer exchange of property, the rendering of any property service or assets tothe payment of any management, advisory or purchase or acquire similar fees, with any property or assets from, or otherwise engage in any Affiliate (other transactions with, any of its Affiliates, except (a) transactions between or among Loan Parties, and (b) than the Borrower or any Subsidiary may engage in any transactions Guarantor) unless such transaction is (a) otherwise permitted under this Agreement, (b) in the ordinary course of business at prices of the relevant Group Member, and on (c) upon fair and reasonable terms and conditions (taken as a whole) not no less favorable to the Borrower or such Subsidiary in any material respect relevant Group Member than could be obtained it would obtain in a comparable arm’s length transaction on with a Person that is not an arm’s-length basis from unrelated third parties, Affiliate; provided, that the foregoing restriction in the case of any such transaction clause (b) shall not apply to: (i) transactions between or series of related transactions) involving aggregate consideration to any party in excess of $5,000,000, the Borrower shall provide the Administrative Agent with a fairness opinion from a financial advisor of nationally recognized standing as to the fairness of such transaction to among the Loan Parties; (cii) the Transactions and the payment of fees and expenses made in connection with the Transactions as required by the Acquisition Agreement,transactions permitted under Section 7.6; (diii) the payment of any Management Fees,customary directors’ or managers’ fees and indemnification and reimbursement of expenses to directors, managers, officers or employees; (eiv) issuances any issuance of Equity Interests 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 (including the Borrower’s profits interests plan and phantom profits interests plan) approved by the Borrower’s Board of the Borrower to the extent otherwise not prohibited by this Agreement,Directors; (fv) employment and severance arrangements between the Borrower and its Subsidiaries and their respective officers and employees entered into in the ordinary course of business between the Borrower or otherwise required by the documents governing the Transactions (including loans any Restricted Subsidiary and advances any employee thereof and, to the extent constituting permitted Investments),entered into after the Closing Date, approved by the Borrower’s Board of Directors; (gvi) any transaction pursuant to any arrangement existing intercompany transactions undertaken in good faith (as certified by a Responsible Officer of the Closing Date and set forth on Schedule 6.08,Borrower) for the purpose of improving the consolidated tax efficiency of the Group Members; (hvii) the payment of customary management, advisory, structuring, administrative and similar fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, members of the board of directors, officers, consultants and employees of Holdings (or any direct or indirect parent thereof), the Borrower and its Subsidiaries in the ordinary course of business and consistent with past practice; (viii) reimbursement of out-of-pocket expenses of the Permitted Investors’ tax manager pursuant to the extent attributable to Borrower’s Limited Liability Company Agreement not exceeding $385,000 in any fiscal year of the ownership or operation Borrower; (ix) issuances of Capital Stock and other equity interests of the Borrower and its Subsidiaries, not constituting a Change in Control; (ix) any Restricted Payments Investments permitted under Section 6.077.8(d), Section 7.8(n) or Section 7.8(o); (xi) Tax distributions to be paid to Permitted Investors in connection with the 2012 transition and spin-off of the Borrower, as in effect on the Closing Date; (xii) prepayment of the Existing Debt on the Closing Date; and (xiii) transactions in existence on the Closing Date and listed on Schedule 7.10.

Transactions with Affiliates. Sell The Borrower shall not, and shall cause its Subsidiaries not to, sell, lease, or otherwise transfer any property or assets to, or purchase purchase, lease, or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except except (a) transactions between or among Loan Parties, and (b) the Borrower or any Subsidiary may engage in any transactions in the ordinary course Ordinary Course of business Business at prices and on terms and conditions (taken as a whole) that are fair and reasonable and not less favorable to the Borrower or such Subsidiary in any material respect than could be obtained in a comparable transaction on an arm’s-arm’s length basis from unrelated third parties, provided(b) transactions expressly permitted by Sections 6.1, that in the case of any such transaction (or series of related transactions) involving aggregate consideration to any party in excess of $5,000,0006.3, the Borrower shall provide the Administrative Agent with a fairness opinion from a financial advisor of nationally recognized standing as to the fairness of such transaction to the Loan Parties; (c) the Transactions 6.4, and the payment of fees and expenses made in connection with the Transactions as required by the Acquisition Agreement, (d) the payment of any Management Fees, (e) issuances of Equity Interests of the Borrower to the extent otherwise not prohibited by this Agreement, (f) employment and severance arrangements between 6.5 among the Borrower and its Subsidiaries and their respective officers and employees in the ordinary course of business or otherwise required by the documents governing the Transactions (including loans and advances to the extent constituting permitted Investments), (g) not involving any transaction pursuant to any arrangement existing as other Affiliate of the Closing Date and set forth on Schedule 6.08, (h) 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, consultants and employees of Holdings (or any direct or indirect parent thereof), the Borrower and its Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its SubsidiariesBorrower, (ic) any Restricted Payments permitted under by Section 6.076.6, (d) so long as it has been approved by the Borrower’s Board of Directors in accordance with applicable law, an indemnity provided for the benefit of officers and directors (or comparable managers), (e) the payment of reasonable compensation, severance, or employee benefit arrangements to employees, officers, and outside directors of the Borrower in the Ordinary Course of Business, (f) the contribution, sale or other transfer by the Borrower to the Trust Subsidiary (in connection with the Trust Securitization) of (i) CFC Loans which are secured by Bullion Collateral and by no other CFC Collateral and (ii) such Bullion Collateral securing such CFC Loans described in clause (i) above, in each case on fair and reasonable terms, and (g) the sale by the Trust Subsidiary to the Borrower of Precious Metals on fair and reasonable terms, provided, that this Section 6.7 shall not permit the purchase of Inventory by the Borrower from any Affiliate, unless such Inventory shall be free and clear of all Liens held by the creditors of such Affiliate.

Transactions with Affiliates. Sell Enter into any transaction of any kind with any Affiliate of the Borrower, whether or transfer any property or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions between or among Loan Parties, and (b) the Borrower or any Subsidiary may engage in any transactions not in the ordinary course of business at prices business, other than on fair and on reasonable terms and conditions (taken substantially as a whole) not less favorable to the Borrower or such Restricted Subsidiary in any material respect than could as would be obtained obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction on an arm’s-length basis from unrelated third parties, provided, that in the case of any such transaction (or series of related transactions) involving aggregate consideration to any party in excess of $5,000,000, the Borrower shall provide the Administrative Agent with a fairness opinion from a financial advisor of nationally recognized standing as Person other than an Affiliate; provided that the foregoing restriction shall not apply to (i) transactions between or among the Loan Parties and transactions among wholly-owned Restricted Subsidiaries that are not Loan Parties, (ii) transactions pursuant to the fairness Material Contracts as in effect on the date of such transaction to the Loan Parties; (c) the Transactions and the payment of fees and expenses made in connection with the Transactions as required by the Acquisition Agreement, (d) the payment of any Management Fees, (e) issuances of Equity Interests of the Borrower this Agreement or, if applicable, to the extent otherwise not prohibited by modified as permitted under this Agreement, (f) employment and severance arrangements between the Borrower and its Subsidiaries and their respective officers and employees in the ordinary course of business or otherwise required by the documents governing the Transactions (including loans and advances to the extent constituting permitted Investments), (g) any transaction pursuant to any arrangement existing as of the Closing Date and set forth on Schedule 6.08, (h) 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, consultants and employees of Holdings (or any direct or indirect parent thereof), the Borrower and its Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Subsidiaries, (iiii) Investments permitted under Section 7.03, (iv) any Restricted Payments permitted under Section 6.077.06, (v) the provision of administrative and management services (including accounting and treasury services) to or for Alliant Arizona by any Loan Party, (vi) the payment of fees, expenses, indemnities or other payments to the GP in connection with reimbursable general corporate and overhead expenses of the Borrower and its Restricted Subsidiaries and the operation, management and other services rendered to Borrower and its Restricted Subsidiaries, in each case pursuant to the Partnership Agreement, (vii) any issuance, grant or award of stock, options, other equity related interests or other equity securities to any such employees, officers, directors or consultants, in each case in the ordinary course of business, (viii) the payment of reasonable directors’ fees, expenses and indemnities to directors of the Borrower, any Restricted Subsidiary in the ordinary course of business, (ix) the execution, delivery and performance (as applicable) of the Transactions, (x) engaging in any transaction with an Affiliate if such transaction has been approved by the Conflicts Committee of the Board of Directors of the GP and (xi) transactions listed on Schedule 7.08.

Transactions with Affiliates. Sell The Borrower will not, and will not permit any of its Restricted Subsidiaries to, sell, lease or otherwise transfer any property or assets Property to, or purchase purchase, lease or otherwise acquire any property or assets Property from, or otherwise engage in any other transactions involving aggregate consideration in excess of $1,000,000 with, any of its Affiliates, except except (a) transactions between or among Loan Parties, and (b) the Borrower or any Subsidiary may engage in any transactions in the ordinary course of business at prices and on terms and conditions (taken substantially as a whole) not less favorable to the Borrower or such Restricted Subsidiary (in any material respect than the good faith determination of the Borrower) as could reasonably be obtained in a comparable transaction on an arm’s-length basis from unrelated third parties, provided, that in the case of any such transaction (b) transactions between or series of related transactions) involving aggregate consideration to any party in excess of $5,000,000, among the Borrower shall provide the Administrative Agent with and its Restricted Subsidiaries and any entity that becomes a fairness opinion from Restricted Subsidiary as a financial advisor of nationally recognized standing as to the fairness result of such transaction not involving any other Affiliate of the Borrower (other than any Restricted Subsidiary), (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 Restricted 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 or 6.06, (f) employment, incentive, benefit, consulting and severance arrangements entered into in the ordinary course of business with officers, directors, consultants and employees of the Borrower or its Restricted Subsidiaries, (g) the transactions pursuant to the Loan Parties; agreements set forth in Schedule 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 (cas determined in good faith by the Borrower), (h) the Transactions and the payment of fees and expenses made in connection with related to the Transactions as required by the Acquisition Agreement, Transactions, (di) the payment issuance of any Management Fees, (e) 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 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 6.07, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower 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 6.07(j) to the extent otherwise not prohibited by this Agreement, more adverse to the interest of the Lenders in any material respect when taken as a whole (fin the good faith determination of the Borrower) employment than any of such documents and severance arrangements between agreements as in effect on the Borrower Closing Date, (k) transactions with landlords, customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and its Subsidiaries and their respective officers and employees services, in each case in the ordinary course of business and not otherwise prohibited by this Agreement and (l) the provision of services to directors or otherwise required officers of the Borrower or any of its Restricted Subsidiaries of the nature provided by the documents governing the Transactions (including loans and advances to the extent constituting permitted Investments), (g) any transaction pursuant to any arrangement existing as of the Closing Date and set forth on Schedule 6.08, (h) 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, consultants and employees of Holdings (Borrower or any direct or indirect parent thereof), the Borrower and of its Restricted Subsidiaries to customers in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Subsidiaries, (i) any Restricted Payments permitted under Section 6.07business.

Transactions with Affiliates. Sell Enter into any transaction of any kind with any Affiliate of the Company, whether or transfer any property not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Company or assets such Restricted Subsidiary as would be obtainable by the Company or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate; provided, that, the foregoing restriction shall not apply to, or purchase or acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions between or among the Company, any other Loan Parties, andParty and any of its Wholly Owned Restricted Subsidiaries that are not Loan Parties or between and among any Wholly Owned Restricted Subsidiaries; (b) the Borrower or any Subsidiary may engage in any transactions in the ordinary course of business at prices and on terms and conditions (taken as a whole) not less favorable to the Borrower or such Subsidiary in any material respect than could be obtained in a comparable transaction on an arm’s-length basis from unrelated third partiesemployment, provided, that in the case of any such transaction (or series of related transactions) involving aggregate consideration to any party in excess of $5,000,000, the Borrower shall provide the Administrative Agent with a fairness opinion from a financial advisor of nationally recognized standing as to the fairness of such transaction to the Loan Parties; (c) the Transactions and the payment of fees and expenses made in connection with the Transactions as required by the Acquisition Agreement, (d) the payment of any Management Fees, (e) issuances of Equity Interests of the Borrower to the extent otherwise not prohibited by this Agreement, (f) employment service and severance arrangements between the Borrower (including equity incentive plans and its Subsidiaries employee benefit plans and arrangements) and employee discount purchase programs with their respective directors, officers and employees in the ordinary course of business or otherwise required by and discount purchase programs with their Affiliates in the documents governing the Transactions (including loans and advances to the extent constituting permitted Investments),ordinary course of business; (gc) charitable contributions made to their Affiliates in the ordinary course of business; (d) payment of customary compensation, fees and reasonable out of pocket costs to, and indemnities for the benefit of, directors, officers and employees of the Company and its Restricted Subsidiaries in the ordinary course of business, and discounts 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; (e) any transaction pursuant to any agreement, instrument or arrangement existing as in effect as of the Closing Restatement Effective Date and set forth on Schedule 6.08,7.08(e), as the same may be amended (so long as any such amendment does not amend the applicable agreement in a manner adverse to the Administrative Agent, the L/C Issuers and the Lenders in any material respect); (hf) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, members of the board of Restricted Payments permitted to be made under Section 7.06; and (g) transactions with directors, officers, consultants officers and employees of Holdings (the Company or any direct or indirect parent thereof), the Borrower and of its Subsidiaries in the ordinary course not required to be disclosed pursuant to Item 404(a) of business to the extent attributable to the ownership or operation Regulation S-K of the Borrower and its Subsidiaries, (i) any Restricted Payments permitted under Section 6.07Securities Exchange Act of 1934.

Transactions with Affiliates. Sell or transfer The Lead Borrower shall not, nor shall the Lead Borrower permit any property or assets of the Restricted Subsidiaries to, directly or purchase indirectly, enter into any transaction of any kind with any Affiliate of the Lead Borrower, whether or acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions between or among Loan Parties, and (b) the Borrower or any Subsidiary may engage in any transactions not in the ordinary course of business at prices and on terms and conditions (taken as a whole) not less favorable to the Borrower or such Subsidiary in any material respect than could be obtained in a comparable transaction on an arm’s-length basis from unrelated third partiesbusiness, provided, that in the case of any such transaction (or series of related transactions) involving aggregate payments or consideration to any party in excess of $5,000,00040,000,000, other than (a) loans and other transactions among the Lead Borrower shall provide and the Administrative Agent with Restricted Subsidiaries or any entity that becomes a fairness opinion from Restricted Subsidiary as a financial advisor of nationally recognized standing as to the fairness result of such loan or other transaction to the Loan Parties; extent permitted under this Article 7, (b) on terms substantially as favorable to the Lead Borrower or such Restricted Subsidiary as would be obtainable by the Lead Borrower or such Restricted Subsidiary at the time in a comparable arm’s-length transaction with a Person other than an Affiliate, (c) the Transactions and the payment of fees and expenses made Transaction Expenses as part of or in connection with the Transactions as required by the Acquisition Agreement, Transactions, (d) the payment of any Management Fees, [reserved], (e) issuances of Equity Interests of the Borrower to the extent otherwise not prohibited Restricted Payments permitted under Section 7.06, Investments permitted under Section 7.02 and prepayments redemptions, purchases, defeasances and other payments permitted by this Agreement, Section 7.10, (f) employment and severance arrangements between Holdings, the Lead Borrower and its the Restricted Subsidiaries and their respective officers and employees in the ordinary course of business or otherwise required by consistent with past practice and transactions pursuant to equity-based plans and employee benefit plans and arrangements in the documents governing the Transactions (including loans and advances to the extent constituting permitted Investments), ordinary course of business, (g) any transaction pursuant to any arrangement existing as of the Closing Date and set forth on Schedule 6.08, (h) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, members of the board of directors, managers, officers, employees and consultants of Holdings, the Lead Borrower and employees of Holdings the Restricted Subsidiaries (or any other direct or indirect parent thereof), of the Borrower and its Subsidiaries Borrowers) in the ordinary course of business to the extent attributable to the ownership or operation of the Lead Borrower and the Restricted Subsidiaries, (h) transactions pursuant to agreements in existence on the Closing Date and set forth on Schedule 7.07 or any amendment thereto to the extent such an amendment is not materially adverse to the Lenders in any material respect, (i) (x) the payment of management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses pursuant to the Support and Services Agreement (plus any unpaid management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses accrued in any prior year) and any termination fees (including any such cash lump sum or present value fee upon the consummation of a corporate event, including an initial public equity offering) pursuant to the Support and Services Agreement, or any amendment thereto or replacement thereof so long as any such amendment or replacement is not materially disadvantageous in the good faith judgment of the Lead Borrower to the Lenders when taken as a whole, as compared to the Support and Services Agreement as in effect immediately prior to such amendment or replacement, (y) the payment of indemnification and other similar amounts to the Investors and reimbursement of expenses of the Investors and (z) customary payments by the Lead Borrower and any of its Restricted Subsidiaries to the Investors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures), which payments are approved by a majority of the members of the board of directors or managers or a majority of the disinterested members of the board of directors or managers of the Lead Borrower, in good faith, (j) payments by the Lead Borrower or any of its Subsidiaries pursuant to any tax sharing agreements with any direct or indirect parent of the Lead Borrower to the extent attributable to the ownership or operation of the Lead Borrower and its Subsidiaries, but only to the extent permitted by Section 7.06(i)(iii), (ik) the issuance or transfer of Equity Interests (other than Disqualified Equity Interests) of Holdings or the Borrowers to any Permitted Holder or to any former, present or future director, manager, officer, employee or consultant (or any Affiliate or any Immediate Family Member of any of the foregoing) of Holdings or the Lead Borrower, any of its Subsidiaries or any direct or indirect parent thereof, (l) sales of accounts receivable, or participations therein, or Securitization Assets or related assets in connection with any Qualified Securitization Facility, (m) Permitted Intercompany Activities, (n) a joint venture which would constitute a transaction with an Affiliate solely as a result of Holdings, the Lead Borrower or any Restricted Payments Subsidiary owning an equity interest or otherwise controlling such joint venture or similar entity, and (o) transactions with any Affiliated Lender in its capacity as a Lender party to any Loan Document or party to any agreement, document or instrument governing or relating to any Indebtedness permitted under to be incurred pursuant to Section 6.077.03 (including Permitted Refinancings thereof) to the extent such Affiliated Lender is being treated no more favorably than all other Lenders or lenders thereunder.

Transactions with Affiliates. Sell Enter into any transaction of any kind with any Affiliate of the Borrower, whether or transfer any property or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions between or among Loan Parties, and (b) the Borrower or any Subsidiary may engage in any transactions not in the ordinary course of business at prices business, other than on fair and on reasonable terms and conditions (taken substantially as a whole) not less favorable to the Borrower or such Subsidiary in any material respect than could as would be obtained obtainable by the Borrower or such Subsidiary at the time in a comparable arm’s length transaction on with a Person other than an arm’s-length basis from unrelated third parties, provided, Affiliate; provided that in (a) the case of any such transaction (foregoing restriction shall not apply to transactions between or series of related transactions) involving aggregate consideration to any party in excess of $5,000,000, among the Borrower shall provide and any First Lien Guarantor or between and among any First Lien Guarantors; (b) the Administrative Agent with a fairness opinion from a financial advisor Borrower may make Investments consisting of nationally recognized standing as advances and capital contributions to Subsidiaries that are not First Lien Guarantors permitted under Section 7.02 at rates of interest that the fairness of such transaction to Borrower deems reasonable under the Loan Parties; circumstances; (c) reasonable and customary fees may be paid to members of the Transactions and the payment board of fees and expenses made in connection with the Transactions as required by the Acquisition Agreement, directors (or similar governing body) of U.S. Borrower or any of its Subsidiaries; (d) the payment of any Management Fees, (e) issuances of Equity Interests compensation, benefits or indemnification arrangements for officers and other employees of the Borrower to the extent otherwise not prohibited by this Agreement, (f) employment and severance arrangements between the Borrower and or any of its Subsidiaries and their respective officers and employees may be entered into in the ordinary course of business or otherwise required business; (e) the existence of, and the performance by the Borrower of its obligations under the terms of, any organizational documents governing the Transactions (including loans and advances or security holders agreement to the extent constituting permitted Investments), (g) any transaction pursuant to any arrangement existing as of which it is a party on the Closing Date and set forth on which has been disclosed to the Lenders; (f) Restricted Payments permitted hereunder; (g) transactions described in Schedule 6.08, 7.10; (h) transactions among Subsidiaries of the payment of customary fees and reasonable out-of-pocket costs toBorrower that are not First Lien Guarantors; (i) the transactions contemplated hereby, and indemnities provided on behalf of, members of the board of directors, officers, consultants and employees of Holdings (or any direct or indirect parent thereof), j) the Borrower and its Subsidiaries any Subsidiary may engage in the ordinary course of business to the extent attributable to the ownership or operation any transaction with an Affiliate (x) if such transaction is in existence as of the Borrower and its Subsidiariesdate hereof, or (iy) any Restricted Payments permitted under Section 6.07with the prior written consent of the Administrative Agent.

Transactions with Affiliates. Sell or transfer The Loan Parties shall not, and shall not permit any property or assets of their Subsidiaries to, directly or purchase or acquire any property or assets fromindirectly, or otherwise engage in any other transactions with, transaction with any Affiliate of the Parent or any of its AffiliatesSubsidiaries, exceptother than: (a) transactions between any such transaction that is for fair market value and on terms no less favorable to such Loan Party or among Loan Parties, andsuch Subsidiary than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate; (b) transactions existing on the Borrower Closing Date; (c) the payment of customary fees and expenses, indemnification, incentive plans and similar items paid to members of the board of directors (or any Subsidiary may engage in any similar governing body) of the Parent and its Subsidiaries; (d) the payment of customary indemnification plans for partners of the Parent and its Subsidiaries; (e) employment and compensation arrangements for directors, officers, employees and members of management of the Parent and its Subsidiaries (including base salary and incentives); (f) transactions in the ordinary course of business at prices and on terms and conditions (taken as a whole) not less favorable to in accordance with the Borrower or such Subsidiary in any material respect than could be obtained in a comparable transaction on an arm’s-length basis from unrelated third parties, provided, that in the case of any such transaction (or series of related transactions) involving aggregate consideration to any party in excess of $5,000,000, the Borrower shall provide the Administrative Agent with a fairness opinion from a financial advisor of nationally recognized standing as to the fairness of such transaction to the Loan PartiesConsolidated Cash Management System; (cg) reimbursement of travel, moving and similar expenses in the Transactions and the payment ordinary course of fees and expenses made in connection with the Transactions as required by the Acquisition Agreement,business or otherwise permitted hereunder; (dh) the payment of any Management Fees, (e) issuances of Equity Interests of the Borrower loans and advances to the extent otherwise not prohibited by this Agreement, (f) employment and severance arrangements between the Borrower and its Subsidiaries and their respective directors, officers and employees in the ordinary course of business or as otherwise required permitted hereunder; (i) (i) guarantees of Indebtedness not otherwise prohibited by the documents governing Loan Documents and (ii) other customary guarantees in the Transactions (including loans and advances to the extent constituting permitted Investments),ordinary course of business; (gj) any transaction pursuant to any arrangement existing as of the Closing Date and set forth on Schedule 6.08,transactions constituting Restricted Junior Payments permitted under Section 9.03; (hk) the payment dispositions of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, Equity Interests in order to qualify members of the board of directors, officers, consultants and employees of Holdings directors (or similar governing body) of any direct Loan Party or indirect parent thereof), any of their Subsidiaries if required by Applicable Law or contract; and (l) transactions between the Borrower Parent and its Subsidiaries in the ordinary course of business and Joint Ventures to the extent attributable to the ownership or operation of the Borrower and its Subsidiaries, (i) any Restricted Payments permitted under Section 6.07the Loan Documents.

Transactions with Affiliates. Sell Enter into any transaction of any kind with any Affiliate of the Borrower, whether or transfer any property or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions between or among Loan Parties, and (b) the Borrower or any Subsidiary may engage in any transactions not in the ordinary course of business at prices business, other than (a) transactions among the Borrower and its Restricted Subsidiaries or any Person that becomes a Restricted Subsidiary as a result of such transaction, (b) on terms and conditions (taken substantially as a whole) not less favorable to the Borrower or such Restricted Subsidiary in any material respect than could as would be obtained obtainable by the Borrower or such Restricted Subsidiary in a comparable transaction on an arm’s-length basis from unrelated third parties, provided, that in the case of any such transaction (or series of related transactions) involving aggregate consideration to any party in excess of $5,000,000, the Borrower shall provide the Administrative Agent with a fairness opinion from a financial advisor of nationally recognized standing as to the fairness of such transaction to the Loan Parties; Person other than an Affiliate, (c) the Transactions and Transactions, including the payment of fees and expenses made in connection with the Transactions as required consummation of the Transactions, (d) Investments by the Acquisition Agreement, Borrower and the Subsidiaries to the extent permitted by Xxxxxxx 0.00 (dx), (x), (x), (x), (x), (x), (x), (x), (x), (t), or (v) and Restricted Payments by the Borrower and the Subsidiaries to the extent permitted by Section 7.06, (e) entering into employment and severance arrangements between Holdings or any direct or indirect parent thereof, the Borrower and its Restricted Subsidiaries and their respective officers and employees, as determined in good faith by the board of directors or senior management of the relevant Person, (f) the payment of customary fees and reimbursement of reasonable out-of-pocket costs of, and customary indemnities provided to or on behalf of, directors, officers and employees of Holdings or any Management Fees, (e) issuances of Equity Interests direct or indirect parent thereof, the Borrower and its Restricted Subsidiaries, to the extent attributable to the ownership or operations of the Borrower and its Restricted Subsidiaries, as determined in good faith by the board of directors or senior management of the relevant Person, (g) the payment of fees, expenses, indemnities or other payments pursuant to, and transactions pursuant to, the permitted agreements in existence on the Closing Date and set forth in Section 7.08 of the Confidential Disclosure Letter or any amendment thereto to the extent otherwise such an amendment is not prohibited by this Agreement, materially disadvantageous to the Lenders, (h) [omitted], (i) the payment of (A)(1) so long as no Event of Default under Section 8.01(a) or (f) shall have occurred and is continuing or shall result therefrom, management, consulting, monitoring, advisory fees and other fees (including termination fees to the extent funded with proceeds from a Permitted Equity Issuance) pursuant to the Management Agreement (plus any unpaid management, consulting, monitoring, advisory and other fees accrued in any prior year) and (2) indemnities and expenses to the Sponsors pursuant to the Management Agreement, and (B) customary compensation to the Sponsors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities and other transaction fees (including in connection with acquisitions and Dispositions which are not set forth in the Management Agreement), in each case under this clause (B) approved by a majority of the disinterested members of the board of directors of the Borrower, in good faith, (j) employment and severance arrangements between the Borrower and its Subsidiaries Company Parties and their respective officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements, (k) investments by the Investors and Permitted Holders in securities of the Borrower or otherwise any of its Restricted Subsidiaries so long as (A) the investment is being offered generally to other investors on the same or more favorable terms and (B) the investment constitutes less than 5% of the proposed or outstanding issue amount of such class of securities, (l) payments required by securities held by the documents governing the Transactions (including loans Investors and advances Permitted Holders to the extent constituting permitted Investments), such securities were acquired as contemplated by clause (gk) any transaction pursuant above or were acquired from third parties, (m) payments to any arrangement existing as of the Closing Date and set forth on Schedule 6.08, (h) the payment of customary fees and reasonable out-of-pocket costs toor from, and indemnities provided on behalf oftransactions with, members Joint Ventures in the ordinary course of the board of directorsbusiness, officers, consultants and employees of (n) payments by Holdings (or and any direct or indirect parent thereof), the Borrower and its Restricted Subsidiaries pursuant to tax sharing agreements among Holdings (and any such parent thereof), the Borrower and its Restricted Subsidiaries that comply with Section 7.06(e)(i), (o) transactions with customers, clients, suppliers, franchisees, joint venture partners or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement which are fair to the extent attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries, in the reasonable determination of the board of directors of the Company or the senior management thereof, or are on terms at least as favorable as would reasonably have been obtained at such time from an unaffiliated party, (ip) transactions between or among Borrower, and/or one or more Subsidiaries and an Affiliated Organization to the extent otherwise permitted under this Article 7, (q) Refranchising Transactions in the ordinary course of business and (r) any Restricted Payments permitted under Section 6.07contribution by Holdings to the capital of the Borrower.

Transactions with Affiliates. Sell or transfer any property or assets toExcept as permitted by this Agreement, or purchase or acquire any property or assets fromthe other Loan Documents, no Borrower shall sell, transfer, distribute, or otherwise engage in pay any other money or property to any Affiliate of such Borrower (except for transactions with, any of its Affiliates, except (ai) transactions between among Borrowers or among Loan PartiesBorrowers and Guarantors, and and (bii) the Borrower or any Subsidiary may engage in any transactions in the ordinary course of business at prices upon fair and on reasonable terms and conditions (taken as a whole) not no less favorable to the Borrower or such Subsidiary in any material respect than could would be obtained in a comparable transaction on an arm’sarm's-length basis from unrelated third partiestransaction with a non-Affiliate), providedor lend or advance money or property to any Affiliate of such Borrower, that or invest in (by capital contribution or otherwise), or purchase or repurchase any stock or Debt, or any property, of any Affiliate of such Borrower or become liable on any guaranty of the Debt, dividends, or other obligation of any Affiliate of such Borrower. Notwithstanding the foregoing, (a) Borrowers (or any Subsidiary of any Borrower) may make loans and advances to, and sell, transfer, distribute and pay any money and property to, and invest in, and become liable on any guaranty of any Permitted Debt of, Borrowers, (b) Borrowers may make loans to RMC Reinsurance; provided the unpaid principal balance of such loans do not, in the case of aggregate, exceed at any such transaction (or series of related transactions) involving aggregate consideration to any party in excess of one time outstanding $5,000,00010,000,000, the Borrower shall provide the Administrative Agent with a fairness opinion from a financial advisor of nationally recognized standing as to the fairness of such transaction to the Loan Parties; (c) the Transactions Borrowers may make (i) a deemed advance or deemed capital contribution to a Special Purpose Subsidiary and the payment of fees and expenses made may enter into agreements (e.g. sub-servicing) with other Borrowers in connection with the Transactions as required any Permitted Facility permitted pursuant to Section 8.18 hereunder, (ii) Permitted Transfers pursuant to a Permitted Facility, and (iii) transactions permitted by the Acquisition Agreement, Section 8.12(c), (d) Distributions permitted by Section 8.12 shall be permitted in accordance with the payment of any Management Fees, terms thereof, (e) issuances of Equity Interests of the Borrower to transactions contemplated by Section 8.18 (including Permitted Transfers) and Section 8.19 shall be permitted in accordance with the extent otherwise not prohibited by this Agreement, terms thereof, (f) employment and severance arrangements between the Borrower and its Subsidiaries and their respective officers and employees in the ordinary course of business or otherwise required by the documents governing the Transactions (including loans and advances Regional may issue stock options pursuant to the extent constituting permitted Investments), Management Incentive Plan, and, provided that no Event of Default exists or would immediately result therefrom, may purchase and repurchase any stock issued pursuant to such Management Incentive Plan in accordance with Section 8.12, and (g) in addition to the foregoing, Regional may invest up to $500,000 in the aggregate at any transaction time outstanding, in Subsidiaries (including in any Special Purpose Subsidiary prior to its entry into a Permitted Facility), including Subsidiaries that are not Special Purpose Subsidiaries and have been formed but which have not been required to be joined as Borrowers pursuant to Section 8.8. Upon Agent’s reasonable request from time to time, Borrowers shall deliver to Agent information describing any arrangement existing as Affiliate transactions of Borrowers. For the Closing Date and set forth on Schedule 6.08, (h) avoidance of doubt, the payment of customary directors fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, members of the board of directors, officers, consultants and employees of Holdings (or any direct or indirect parent thereof), the Borrower and its Subsidiaries in the ordinary course of business employee compensation arrangements shall not be subject to the extent attributable to the ownership or operation of the Borrower and its Subsidiaries, (i) any Restricted Payments permitted under this Section 6.078.14.

Transactions with Affiliates. Sell Enter into any transaction of any kind with any Affiliate, including, without limitation, any purchase, sale, lease or transfer any exchange of property or assets tothe rendering of any service, unless such transaction is (a) not prohibited by this Agreement and (b) upon fair and reasonable terms substantially as favorable to the Borrower or purchase such Subsidiary as would be obtainable by the Borrower or acquire any property or assets from, or otherwise engage such Subsidiary at the time in any a comparable arm’s length transaction with a Person other transactions with, any of its Affiliates, exceptthan an Affiliate. The foregoing restrictions shall not apply to the following: (a) transactions between or among the Borrower and any other Loan Parties or between and among any Loan Parties, and; (b) the payment of reasonable and customary fees and reimbursement of expenses payable to directors of the Borrower or any Subsidiary may engage in any transactions in the ordinary course of business at prices and on terms and conditions (taken as a whole) not less favorable to the Borrower or such Subsidiary in any material respect than could be obtained in a comparable transaction on an arm’s-length basis from unrelated third parties, provided, that in the case of any such transaction (or series of related transactions) involving aggregate consideration to any party in excess of $5,000,000Plan, the Borrower shall provide the Administrative Agent with a fairness opinion from a financial advisor of nationally recognized standing as to the fairness of such transaction to the Loan PartiesPlan administrator or Plan trustee; (c) loans and advances to directors, officers and employees to the Transactions and the payment of fees and expenses made in connection with the Transactions as required extent permitted by the Acquisition Agreement,Section 7.03; (d) the payment of any Management Fees, (e) issuances of Equity Interests of the Borrower arrangements with respect to the extent otherwise not prohibited by this Agreement, (f) employment and severance arrangements between the Borrower and its Subsidiaries and their respective officers and procurement of services of directors, officers, independent contractors, consultants or employees in the ordinary course of business or otherwise required by the documents governing the Transactions (including loans and advances to the extent constituting permitted Investments), (g) any transaction pursuant to any arrangement existing as of the Closing Date and set forth on Schedule 6.08, (h) the payment of customary fees compensation (including bonuses) and other benefits (including retirement, health, stock option and other benefit plans) and reasonable out-of-pocket costs to, reimbursement arrangements in connection therewith; (e) payments to directors and indemnities provided on behalf of, members officers of the board of directors, officers, consultants and employees of Holdings (or any direct or indirect parent thereof), the Borrower and its Subsidiaries in respect of the ordinary course indemnification of business such Persons in such respective capacities from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, as the case may be, pursuant to the extent attributable to the ownership Organization Documents or operation other corporate action of the Borrower and or its Subsidiaries, respectively, or pursuant to applicable law; and (if) any Restricted Payments permitted under by Section 6.077.06.

Transactions with Affiliates. Sell or transfer any property or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transactions transaction with, any of its AffiliatesAffiliates in a transaction involving aggregate consideration in excess of $5 million, exceptunless such transaction is (i) otherwise permitted (or required) under this Agreement or (ii) upon terms no less favorable to Holdings and the Restricted Subsidiaries, as applicable, than would be obtained in a comparable arm’s length transaction with a Person that is not an Affiliate, except that this Section 6.07 will not prohibit: (a1) transactions between or among Loan Parties, and (a) Holdings and the Restricted Subsidiaries or (b) Holdings and any Person that becomes a Restricted Subsidiary as a result of such transaction (including by way of a merger, consolidation or amalgamation in which a Loan Party is the Borrower surviving entity); (2) [reserved]; (3) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, equity purchase agreements, stock options and stock ownership plans approved by the Board of Directors of Holdings or any Parent Entity in good faith; (4) loans or advances to employees or consultants of any Parent Entity, Holdings or any Restricted Subsidiary may engage in accordance with Section 6.04(2); (5) the payment of fees, reasonable out-of-pocket costs and indemnities to directors, officers, consultants and employees of any transactions Parent Entity, Holdings or any of the Restricted Subsidiaries in the ordinary course of business at prices and on terms and conditions (taken as a whole) not less favorable to the Borrower or such Subsidiary in any material respect than could be obtained in a comparable transaction on an arm’s-length basis from unrelated third partieslimited, provided, that in the case of any such transaction Parent Entity (or series of related transactions) involving aggregate consideration to any party in excess of $5,000,000other than Holdings), the Borrower shall provide the Administrative Agent with a fairness opinion from a financial advisor of nationally recognized standing as to the fairness portion of such transaction fees and expenses that are allocable to Holdings and the Restricted Subsidiaries (which shall be 100% for so long as such Parent Entity owns no assets other than the Equity Interests in Holdings and assets incidental to the Loan Partiesownership of Holdings and its Restricted Subsidiaries)); (c6) the Initial Venator Distribution Transaction, the Transactions and the payment of fees and expenses made in connection with the Transactions as required by the Acquisition Agreement, (d) the payment of any Management Fees, (e) issuances of Equity Interests of the Borrower transactions pursuant to the extent otherwise not prohibited by this Agreement, (f) employment Transaction Documents and severance other transactions, agreements and arrangements between the Borrower and its Subsidiaries and their respective officers and employees in the ordinary course of business or otherwise required by the documents governing the Transactions (including loans and advances to the extent constituting permitted Investments), (g) any transaction pursuant to any arrangement existing as of existence on the Closing Date and set forth on Schedule 6.08,6.07 or any amendment thereto to the extent such amendment is not adverse to the Lenders in any material respect as determined in good faith by a Responsible Officer of Holdings; (h7) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, members (a) any employment agreements entered into by Holdings or any of the board of directors, officers, consultants and employees of Holdings (or any direct or indirect parent thereof), the Borrower and its Restricted Subsidiaries in the ordinary course of business business, (b) any subscription agreement or similar agreement pertaining to the extent attributable repurchase of Equity Interests pursuant to the ownership put/call rights or operation of the Borrower similar rights with employees, officers or directors and its Subsidiaries, (ic) 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; (8) Restricted Payments permitted under Section 6.076.06, including payments to any Parent Entity; (9) any purchase by any Parent Entity (other than Holdings) of the Equity Interests of Holdings and the purchase by Holdings of Equity Interests in any Restricted Subsidiary; (10) transactions between Huntsman and its Subsidiaries on one hand and Holdings and its Subsidiaries on the other hand, for the purpose of facilitating the Venator Consolidation Transactions and the Initial Venator IPO Transaction, whether consummated prior to, or after the consummation of the Initial Venator IPO Transaction, including any customary transition services agreements, separation agreements or similar agreements entered into between Huntsman and its Subsidiaries on one hand and Holdings and its Subsidiaries on the other hand; (11) transactions with Restricted Subsidiaries for the purchase or sale of goods, products, parts and services entered into in the ordinary course of business; (12) any transaction in respect of which Holdings delivers to the Administrative Agent (for delivery to the Lenders) a letter addressed to the Board of Directors of Holdings from an accounting, appraisal or investment banking firm, in each case, of nationally recognized standing that is (a) in the good faith determination of Holdings 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 Holdings or the Restricted Subsidiaries, as applicable, than would be obtained in a comparable arm’s length transaction with a Person that is not an Affiliate; (13) transactions with joint ventures for the purchase or sale of goods, equipment and services entered into in the ordinary course of business; (14) the issuance, sale or transfer of Equity Interests of Holdings to any Parent Entity (other than Holdings) and capital contributions by any Parent Entity (other than Holdings) to Holdings; (15) the issuance of Equity Interests to the management of Holdings, the Borrowers or any of the Restricted Subsidiaries in connection with the Transactions; (16) payments by Holdings or any of the Restricted Subsidiaries pursuant to tax sharing agreements among Holdings and any of the Restricted Subsidiaries; (17) payments or loans (or cancellation of loans) to employees or consultants that are: (a) approved by a majority of the Disinterested Directors of Holdings or the Borrowers in good faith; (b) made in compliance with applicable law; and (c) otherwise permitted under this Agreement; (18) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case, in the ordinary course of business and otherwise in compliance with the terms of this Agreement, that are fair to Holdings and the Restricted Subsidiaries; (19) transactions between or among Holdings and the Restricted Subsidiaries and any Person, a director of which is also a director of Holdings or any other Parent Entity, so long as (a) such director abstains from voting as a director of Holdings or such Parent Entity, as the case may be, on any matter involving such other Person and (b) such Person is not an Affiliate of Holdings for any reason other than such director’s acting in such capacity; (20) transactions pursuant to, and complying with, the provisions of Section 6.01, Section 6.04 or Section 6.05(1); (21) the existence of, or the performance by any Loan Party of its obligations under the terms of, any customary registration rights agreement to which a Loan Party or any Parent Entity is a party or becomes a party in the future; (22) intercompany transactions undertaken in good faith (as certified by a Responsible Officer of Holdings) for the purpose of improving the consolidated tax efficiency of Holdings and the Restricted Subsidiaries and not for the purpose of circumventing any covenant set forth herein; (23) [reserved]; (24) central services (including, without limitation, management information systems, pension and profit sharing plans, and human resources) provided by the Loan Parties to affiliates at the Loan Parties’ cost; and (25) Qualified Receivables Financings.

Transactions with Affiliates. Sell No Company shall sell, lease, or otherwise transfer any property or assets to, or purchase purchase, lease, or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except: (a) transactions between or among Loan Parties, and (b) the Borrower or any Subsidiary may engage in any transactions in the ordinary course Ordinary Course of business Business at prices and on terms and conditions (taken as a whole) that are fair and reasonable and not less favorable to the Borrower or such Subsidiary in any material respect Company than could be obtained in a comparable transaction on an arm’s-arm’s length basis from unrelated third parties, provided, that and fully disclosed in the case of any such transaction (or series of related transactions) involving aggregate consideration writing to any party in excess of $5,000,000, the Borrower shall provide the Administrative Agent with a fairness opinion from a financial advisor and the Lenders; (b) transactions expressly permitted by Sections 6.1, 6.3, 6.4, and 6.5 among Borrowers and their Subsidiaries and not involving any other Affiliate of nationally recognized standing as to the fairness of such transaction to the Loan PartiesBorrowers; (c) the Transactions and the payment of fees and expenses made in connection with the Transactions as required any Restricted Payments permitted by the Acquisition Agreement,Section 6.6; (d) so long as it has been approved by such Company’s Board of Directors in accordance with applicable law, an indemnity provided for the payment benefit of any Management Fees,officers and directors (or comparable managers); (e) issuances so long as it has been approved by such Company’s Board of Equity Interests Directors in accordance with applicable law, the payment of reasonable compensation, severance or employee benefit arrangements to employees, officers, and outside directors of such Company in the Borrower to the extent otherwise not prohibited by this Agreement,Ordinary Course of Business; (f) employment any transaction existing on the Signing Date identified on Schedule 6.7 (to be updated on the Initial Funding Date, as applicable) or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect; (g) employment, consulting and severance arrangements between the a Borrower and its Subsidiaries and their respective officers and employees in the ordinary course Ordinary Course of business or otherwise required by the documents governing the Transactions (including loans Business and advances to the extent constituting permitted Investments), (g) any transaction transactions pursuant to any arrangement existing as stock option plans and employee benefit plans and arrangements in the Ordinary Course of the Closing Date and set forth on Schedule 6.08,Business; (h) the payment equity issuances, repurchases, redemptions, retirements or other acquisitions or retirements of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, members of the board of directors, officers, consultants and employees of Holdings (Equity Interests by Borrowers or any direct or indirect parent thereof), the Borrower and its of their Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Subsidiaries, permitted under Section 6.6; (i) any Restricted Payments transactions (i) between Obligors, or (ii) between Companies that are not Obligors; and (j) the Kellogg Cash Transfer, the Spin-Off and the Transactions relating thereto (including the entry into the Spin-Off Documents and the Transfer Documents (as defined in the Separation Agreement), in each case of this clause (j) substantially as described in the Form 10 as of its date of effectiveness under the Exchange Act, and as amended or modified as permitted under Section 6.07by Sections 4.2(c) and 6.10.

Transactions with Affiliates. Sell None of the Borrowers or transfer Subsidiary Guarantors shall, directly or indirectly, enter into any property or assets to, or purchase or acquire transaction of any property or assets from, or otherwise engage in kind with any other transactions with, Affiliate of any of its Affiliates, except (a) transactions between or among Loan Parties, and (b) the Borrower or any Subsidiary may engage in any transactions Guarantor, whether or not in the ordinary course of business at prices and on terms and conditions (taken as a whole) not less favorable to the Borrower or such Subsidiary in any material respect than could be obtained in a comparable transaction on an arm’s-length basis from unrelated third partiesbusiness, provided, that in the case of any such transaction (or series of related transactions) involving aggregate payments or consideration to any party in excess of $5,000,00025,000,000, other than (a) loans and other transactions among the Borrower shall provide Borrowers and the Administrative Agent Subsidiary Guarantors, (b) on terms substantially as favorable to the Borrowers or the Subsidiary Guarantors as would be obtainable by the Borrowers or the Subsidiary Guarantors at the time in a comparable arm’s-length transaction with a fairness opinion from a financial advisor of nationally recognized standing as to the fairness of such transaction to the Loan Parties; Person other than an Affiliate, (c) the Transactions and the payment of fees and expenses made Transaction Expenses as part of or in connection with the Transactions as required by the Acquisition Agreement, Transactions, (d) the payment of any Management Fees, Restricted Payments permitted under Section 7.06, and Investments permitted under Section 7.02, (e) issuances of Equity Interests of the Borrower to the extent otherwise not prohibited by this Agreement, (f) employment and severance arrangements between the Borrower Borrowers and its Subsidiaries and their respective officers and employees in the ordinary course of business or otherwise required by the documents governing the Transactions (including loans and advances to the extent constituting permitted Investments), (g) any transaction transactions pursuant to any arrangement existing as stock option plans and employee benefit plans and arrangements in the ordinary course of the Closing Date and set forth on Schedule 6.08, business, (hf) the payment of customary fees and reasonable out-of-out of pocket costs to, and indemnities provided on behalf of, members of the board of directors, managers, officers, employees and consultants of the Borrowers and employees of Holdings its Subsidiaries (or any direct or indirect parent thereof), the Borrower and its Subsidiaries Parent Company of any Borrower) in the ordinary course of business to the extent attributable to the ownership or operation of the Borrowers, the Subsidiary Guarantors and the Acquired Business, (g) transactions pursuant to agreements in existence on the Closing Date and set forth on Schedule 7.07 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect, (h) customary payments by the Borrowers or the Subsidiary Guarantors to the Investors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures), which payments are approved by the majority of the members of the board of directors or managers or a majority of the disinterested members of the board of directors or managers of the Borrower and its SubsidiariesRepresentative, in good faith, (i) payments by any Restricted Payments permitted under Section 6.07Borrower or Subsidiary Guarantor pursuant to any tax sharing agreements with any Parent Company of such Borrower to the extent attributable to the ownership or operation of any Borrower, any Subsidiary Guarantor and the Acquired Business, (j) a joint venture which would constitute a transaction with an Affiliate solely as a result of any Borrower or Subsidiary Guarantor owning an equity interest or otherwise controlling such joint venture or similar entity and (k) the issuance or transfer of Equity Interests (other than Disqualified Equity Interests) of any Borrower to any Investor or to any former, current or future director, manager, officer, employee or consultant (or any Affiliate of any of the foregoing) of any Borrower, any of its Subsidiaries or any Parent Company thereof.

Transactions with Affiliates. Sell Enter into any transaction of any kind with any Affiliate of the Borrower, whether or transfer any property not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or assets such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, as determined by the Borrower in good faith; provided that the foregoing restriction shall not apply to, or purchase or acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except: (a) transactions between or among the Loan Parties, and; (b) Investments and Restricted Payments permitted hereby; (c) customary fees paid to officers, directors or employees of the Borrower and its Restricted Subsidiaries and customary indemnities provided to officers, directors or employees of the Borrower and its Restricted Subsidiaries; (d) any payments pursuant to any of the Borrower’s employee benefit plans; (i) Guarantees and Performance Contingent Obligations by the Borrower and its Restricted Subsidiaries for the benefit of Joint Ventures, Unrestricted Subsidiaries and variable interest entities, to the extent otherwise permitted by this Agreement and (ii) Liens of the type described in Section 7.01(i) or 7.01(l); (f) so long as the Borrower is subject to the filing requirements of the SEC, any transaction that is otherwise permitted by any Borrower policy regarding such transactions to the extent such policy was approved by the Borrower’s board of directors; (g) any payments or other transaction pursuant to any tax sharing agreement between the Borrower and any other Person with which the Borrower files a consolidated tax return or with which the Borrower is part of a consolidated group for tax purposes; (h) any payments to or from, and transactions with any Joint Venture or any Subsidiary may engage in any transactions variable interest entity in the ordinary course of business at prices and on terms consistent with past practice (including, without limitation, any cash management activities related thereto); (i) guarantees, indemnities, bankers acceptances, surety bonds and conditions (taken as a whole) not less favorable to letters of credit issued by, or for the account of, and Xxxxx granted for the benefit of, the Borrower or such a Restricted Subsidiary for the benefit of the Borrower or a Restricted Subsidiary, in each case otherwise permitted by this Agreement; (j) the issuance of Equity Interest (other than Disqualified Stock) of the Borrower or any material respect than could be obtained in a comparable transaction on an arm’s-length basis from unrelated third parties, provided, that in the case of any such transaction (or series of related transactions) involving aggregate consideration Restricted Subsidiary to any party in excess of $5,000,000, the Borrower shall provide the Administrative Agent with a fairness opinion from a financial advisor of nationally recognized standing as to the fairness of such Person; (k) any transaction to the Loan Parties; (c) extent the Transactions and the payment of fees and expenses made in connection with the Transactions as required consideration paid by the Acquisition Agreement, Borrower or Restricted Subsidiary is (di) Equity Interests of the payment of any Management Fees, Borrower (eexcluding Disqualified Stock) issuances or (ii) proceeds from the issuance or sale of Equity Interests of the Borrower (excluding Disqualified Stock); and (l) transactions entered into by a Person prior to the extent otherwise not prohibited by this Agreement, (f) employment and severance arrangements between time such Person becomes a Subsidiary or is merged into the Borrower and its Subsidiaries and their respective officers and employees or a Subsidiary (provided such transaction is not entered into in the ordinary course contemplation of business or otherwise required by the documents governing the Transactions (including loans and advances to the extent constituting permitted Investmentssuch event), (g) any transaction pursuant to any arrangement existing as of the Closing Date and set forth on Schedule 6.08, (h) 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, consultants and employees of Holdings (or any direct or indirect parent thereof), the Borrower and its Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Subsidiaries, (i) any Restricted Payments permitted under Section 6.07.

Transactions with Affiliates. Sell or transfer any property or assets toExcept as permitted by this Agreement, or purchase or acquire any property or assets fromthe other Loan Documents, no Borrower shall sell, transfer, distribute, or otherwise engage in pay any other money or property to any Affiliate of such Borrower (except for transactions with, any of its Affiliates, except (ai) transactions between among Borrowers or among Loan PartiesBorrowers and Guarantors, and and (bii) the Borrower or any Subsidiary may engage in any transactions in the ordinary course of business at prices upon fair and on reasonable terms and conditions (taken as a whole) not no less favorable to the Borrower or such Subsidiary in any material respect than could would be obtained in a comparable transaction on an arm’s-length basis from unrelated third partiestransaction with a non-Affiliate), providedor lend or advance money or property to any Affiliate of such Borrower, that or invest in (by capital contribution or otherwise), or purchase or repurchase any stock or Debt, or any property, of any Affiliate of such Borrower or become liable on any guaranty of the Debt, dividends, or other obligation of any Affiliate of such Borrower. Notwithstanding the foregoing, (a) Borrowers (or any Subsidiary of any Borrower) may make loans and advances to, and sell, transfer, distribute and pay any money and property to, and invest in, and become liable on any guaranty of any Permitted Debt of, Borrowers, (b) Borrowers may make loans to RMC Reinsurance; provided the unpaid principal balance of such loans do not, in the case of aggregate, exceed at any such transaction (or series of related transactions) involving aggregate consideration to any party in excess of one time outstanding $5,000,00010,000,000, the Borrower shall provide the Administrative Agent with a fairness opinion from a financial advisor of nationally recognized standing as to the fairness of such transaction to the Loan Parties; (c) the Transactions Borrowers may make (i) a deemed advance or deemed capital contribution to a Special Purpose Subsidiary and the payment of fees and expenses made may enter into agreements (e.g. sub-servicing) with other Borrowers in connection with the Transactions as required any Permitted Facility permitted pursuant to Section 8.18 hereunder, (ii) Permitted Transfers pursuant to a Permitted Facility, and (iii) transactions permitted by the Acquisition Agreement, Section 8.12(c), (d) Distributions permitted by Section 8.12 shall be permitted in accordance with the payment of any Management Fees, terms thereof, (e) issuances of Equity Interests of the Borrower to transactions contemplated by Section 8.18 (including Permitted Transfers) and Section 8.19 shall be permitted in accordance with the extent otherwise not prohibited by this Agreement, terms thereof, (f) employment and severance arrangements between the Borrower and its Subsidiaries and their respective officers and employees in the ordinary course of business or otherwise required by the documents governing the Transactions (including loans and advances Regional may issue stock options pursuant to the extent constituting permitted Investments), Management Incentive Plan, and, provided that no Event of Default exists or would immediately result therefrom, may purchase and repurchase any stock issued pursuant to such Management Incentive Plan in accordance with Section 8.12, and (g) in addition to the foregoing, Regional may invest up to $500,000 in the aggregate at any transaction time outstanding, in Subsidiaries (including in any Special Purpose Subsidiary prior to its entry into a Permitted Facility), including Subsidiaries that are not Special Purpose Subsidiaries and have been formed but which have not been required to be joined as Borrowers pursuant to Section 8.8. Upon Agent’s reasonable request from time to time, Borrowers shall deliver to Agent information describing any arrangement existing as Affiliate transactions of Borrowers. For the Closing Date and set forth on Schedule 6.08, (h) avoidance of doubt, the payment of customary directors fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, members of the board of directors, officers, consultants and employees of Holdings (or any direct or indirect parent thereof), the Borrower and its Subsidiaries in the ordinary course of business employee compensation arrangements shall not be subject to the extent attributable to the ownership or operation of the Borrower and its Subsidiaries, (i) any Restricted Payments permitted under this Section 6.078.14.

Transactions with Affiliates. Sell or transfer any property or assets toThe Borrower will conduct, or purchase or acquire any property or assets fromand cause each of the Restricted Subsidiaries to conduct, or otherwise engage in any other all transactions with, with any of its AffiliatesAffiliates (other than Holdings, except (a) transactions between or among Loan Parties, and (b) the Borrower and the Restricted Subsidiaries) involving aggregate payments or any Subsidiary may engage consideration in any fiscal year in excess the greater of (x) $35,000,000 and (y) 20% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) for any individual transaction or series of related transactions in the ordinary course of business at prices and on terms and conditions (taken that are at least substantially as a whole) not less favorable to the Borrower or such Restricted Subsidiary in any material respect than could be obtained as it would obtain in a comparable transaction on an arm’s-length basis from unrelated third partiestransaction with a Person that is not an Affiliate, provided, that in as determined by the case board of any such transaction (or series directors of related transactions) involving aggregate consideration to any party in excess of $5,000,000, the Borrower or such Restricted Subsidiary in good faith; provided that the foregoing restrictions shall provide the Administrative Agent with a fairness opinion from a financial advisor of nationally recognized standing as not apply to the fairness of such transaction to the Loan Parties; (a) [reserved], (b) transactions permitted by Section 10.5, (c) consummation of the Transactions Transactions, the Acquisition Transactions, any Permitted Tax Reorganization and the payment of fees the Transaction Expenses and other expenses made in connection with the Transactions as required by the Acquisition Agreement, foregoing, (d) the payment issuance of Capital Stock or Stock Equivalents of the Borrower (or any Management Fees, direct or indirect parent thereof) or any of its Subsidiaries not otherwise prohibited by the Credit Documents, (e) issuances loans, advances and other transactions between or among Holdings, the Borrower, any Restricted Subsidiary, any Parent Entity or any joint venture (regardless of Equity Interests the form of legal entity) in which the Borrower or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the Borrower but for the Borrower’s or a Subsidiary’s ownership of Capital Stock or Stock Equivalents in such joint venture or Subsidiary), in each case, to the extent otherwise not prohibited by this Agreement, permitted under Section 10, (f) employment and severance arrangements between the Borrower and its the Restricted Subsidiaries and their respective officers officers, employees or consultants (including management and employees employee benefit plans or agreements, stock option plans and other compensatory arrangements) in the ordinary course of business or otherwise required by the documents governing the Transactions (including loans and advances to the extent constituting permitted Investmentsin connection therewith), , (g) payments by the Borrower (and any transaction direct or indirect parent thereof) and the Subsidiaries pursuant to the tax sharing agreements among the Borrower (and any arrangement existing as such parent) and the Subsidiaries that are permitted under Section 10.5(b)(15)(A) and (B); provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and its Subsidiaries would have been required to pay in respect of such foreign, federal, state and/or local taxes for such fiscal year had the Borrower and its Subsidiaries paid such taxes separately from any such direct or indirect parent company of the Closing Date and set forth on Schedule 6.08, Borrower, (h) the payment of customary fees and reasonable out-of-out of pocket costs to, and indemnities provided on behalf of, members of the board of directors, managers, consultants, officers, consultants and employees of Holdings the Borrower (or any direct or indirect parent thereof), ) and the Borrower and its Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its the Subsidiaries, (i) transactions undertaken pursuant to membership in a purchasing consortium, (j) transactions pursuant to any agreement or arrangement as in effect as of the Closing Date, or any amendment, modification, supplement or replacement thereto (so long as any such amendment, modification, supplement or replacement is not disadvantageous in any material respect to the Lenders when taken as a whole as compared to the applicable agreement as in effect on the Closing Date as determined by the Borrower in good faith), (k) payments by or on behalf of any Parent Entity with respect to contractual obligations that exist on the Closing Date and are publicly disclosed in any public filing, (l) the existence and performance of agreements and transactions with any Unrestricted Subsidiary that were entered into prior to the designation of a Restricted Payments Subsidiary as such Unrestricted Subsidiary to the extent that the transaction was permitted under Section 6.07at the time that it was entered into with such Restricted Subsidiary and transactions entered into by an Unrestricted Subsidiary with an Affiliate prior to the redesignation of any such Unrestricted Subsidiary as a Restricted Subsidiary; provided that such transaction was not entered into in contemplation of such designation or redesignation, as applicable, (m) Affiliate repurchases of the Loans or Commitments to the extent permitted hereunder and the holding of such Loans or Commitments and the payments and other transactions contemplated herein in respect thereof, (n) any customary transactions with a Securitization Entity effected as part of a Permitted Securitization Financing and (o) any customary indemnification or expense reimbursement payments to the Permitted Holders.

Transactions with Affiliates. Sell Except as disclosed on Schedule 7.10 and with respect to transactions that are otherwise expressly permitted herein, directly or transfer indirectly, purchase, acquire or lease any property from, or assets sell, transfer or lease any property to, or purchase otherwise enter into any transaction or acquire any property or assets from, or otherwise engage in any other transactions deal with, any of its AffiliatesAffiliate thereof or any present or former shareholder thereof, except: (a) transactions between or among Loan Parties, and (b) the Borrower or any Subsidiary may engage in any transactions which are in the ordinary course Ordinary Course of business at prices and on terms and conditions (taken as a whole) not less favorable to the Borrower or such Subsidiary in any material respect than could be obtained in a comparable transaction Business, on an arm’s-length basis on fair and reasonable terms and conditions no less favorable than terms and conditions which would have been obtainable in a comparable arm’s length transaction from unrelated third partiesa Person other than an Affiliate or a present or former shareholder of such Loan Party or such Loan Party and, providedif such transaction involves payments from the Loan Parties or any of their Subsidiaries to such Affiliate in excess of $500,000 per fiscal year, that such transaction shall have been disclosed to Agent in writing. All such transactions existing as of the Restatement Effective Date are described on Schedule 7.10; (b) reasonable and customary director, board observer, officer, employee and member of management compensation (including bonuses), documented expense reimbursement and other benefits (including retirement, health, severance, stock option and other benefit plans) and employment, severance, change of control and indemnification arrangements, in the case of any such transaction (the officers or series of related transactions) involving aggregate consideration to any party in excess of $5,000,000, the Borrower shall provide the Administrative Agent with a fairness opinion from a financial advisor of nationally recognized standing as to the fairness of such transaction to the Loan Partiesdirectors; (c) the Transactions customary indemnity and the payment expense reimbursement paid to or on behalf of fees and expenses made Xxxxxxx Xxxxxx in connection with Xxxxxxx Xxxxxx’x performance of financial, advisory, monitoring, oversight and similar services; provided, that Borrower shall provide to Agent, upon Agent’s request in its Permitted Discretion, a reasonably detailed explanation of the Transactions as required by indemnities and expenses so reimbursed and the Acquisition Agreement,purpose therefor; (d) the Transactions and related transactions contemplated by the Purchase Agreement (as in effect on the Original Closing Date) and the payment of any Management Fees,the fee payable to Xxxxxxx Xxxxxx or one of its Affiliates in connection therewith; (e) issuances sales of Equity Interests of the Borrower Parent Holdco to the extent otherwise not prohibited Xxxxxxx Xxxxxx and Permitted Holders permitted by this Agreement,Agreement and the granting of registration and other customary rights in connection therewith; (f) employment the payment of fees to Xxxxxxx Xxxxxx (or its affiliated entities) for any financial or mergers and severance arrangements between acquisitions advisory, financing, underwriting or placement services (whether structured as a fee or an underwriting discount) in connection with Permitted Acquisitions or permitted equity Investments; provided that the Borrower fees for any such Permitted Acquisition shall not exceed the greater of (i) 2% of the transaction value and (ii) 5% of the amount of any new equity invested by Xxxxxxx Xxxxxx or its Subsidiaries and their respective officers and employees Affiliates in the ordinary course of business connection with such Permitted Acquisition or otherwise required by the documents governing the Transactions (including loans and advances to the extent constituting permitted Investments),equity Investment; and (g) any transaction pursuant to any arrangement existing as of the Closing Date and set forth on Schedule 6.08, (h) the payment of customary fees the Restatement Effective Date Bonus Payments and reasonable out-of-pocket costs to, and indemnities provided on behalf of, members of the board of directors, officers, consultants and employees of Holdings (or any direct or indirect parent thereof), the Borrower and its Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Subsidiaries, (i) any Restricted Payments permitted under Section 6.07Restatement Effective Date Dividend.

Transactions with Affiliates. Sell Enter into or transfer permit to exist any property transaction or assets to, or purchase or acquire series of transactions with any property or assets from, or otherwise engage in any Affiliate of such Person other transactions with, any of its Affiliates, except than (a) advances of working capital to any Loan Party, (b) transfers of cash and assets to any Loan Party, (c) transactions between or among the Borrower and any of its Subsidiaries (or between any such Subsidiaries) expressly permitted by Section 8.02, Section 8.03, Section 8.04, Section 8.05 or Section 8.06, (d) transactions (i) among Loan Parties or (ii) among Subsidiaries of the Borrower that are not Loan Parties, and (be) normal and reasonable compensation and reimbursement of expenses and indemnification arrangements and benefit plans for current or former employees, officers and directors (or persons in similar positions), including those seconded or otherwise provided to the Borrower and its Subsidiaries by an Affiliate and allocated costs of such personnel providing services to both Borrower and its Subsidiaries and Affiliates thereof, (f) the issuance of Equity Interests by the Borrower to its equityholders, (g) the making of capital contributions by any direct or indirect holder of Equity Interests in the Borrower or any Subsidiary may engage in any transactions in the ordinary course of business at prices and on terms and conditions (taken as a whole) not less favorable its Affiliates to the Borrower or such Subsidiary in any material respect than could be obtained in a comparable transaction Borrower, (h) transactions existing on an arm’s-length basis from unrelated third parties, provided, that in the case of any such transaction (or series of related transactions) involving aggregate consideration to any party in excess of $5,000,000, the Borrower shall provide the Administrative Agent with a fairness opinion from a financial advisor of nationally recognized standing as to the fairness Closing Date and described on Schedule 8.08 and renewals of such transaction to arrangements on substantially the Loan Parties; (c) the Transactions and the payment of fees and expenses made in connection with the Transactions same terms as required by the Acquisition Agreement, (d) the payment of any Management Fees, (e) issuances of Equity Interests those transactions described on Schedule 8.08 as of the Borrower to the extent otherwise not prohibited Closing Date, (i) costs of administrative and professional and similar services and other expenses shared by this Agreement, (f) employment and severance arrangements between the allocated among Borrower and its Subsidiaries and their respective officers Affiliates and employees (j) except as otherwise specifically limited in the ordinary course of business or otherwise required this Agreement, other transactions which are on terms and conditions substantially as favorable to such Person as would be obtainable by the documents governing the Transactions (including loans and advances to the extent constituting permitted Investments), (g) any it in a comparable arms-length transaction pursuant to any arrangement existing as of the Closing Date and set forth on Schedule 6.08, (h) 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, consultants and employees of Holdings (or any direct or indirect parent thereof), the Borrower and its Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Subsidiaries, (i) any Restricted Payments permitted under Section 6.07with a Person other than an Affiliate.

Transactions with Affiliates. Sell Not, directly or transfer indirectly, enter into any property transaction of any kind with any Affiliate of the Borrower, whether or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions between or among Loan Parties, and (b) the Borrower or any Subsidiary may engage in any transactions not in the ordinary course of business at prices business, other than any transaction or series of transactions involving aggregate payments not in excess of $2,500,000, other than: (a) loans and other transactions among the Loan Parties and their Restricted Subsidiaries or any entity that becomes a Loan Party or Restricted Subsidiary as a result of such loan or other transaction to the extent not otherwise prohibited by this Agreement; (b) on terms and conditions (terms, taken as a whole) not less , substantially as favorable to the Borrower Loan Party or such Restricted Subsidiary in any material respect than could as would be obtained obtainable by the Loan Party or such Restricted Subsidiary at the time in a comparable transaction on an arm’s-length basis from unrelated third parties, provided, that in the case of any such transaction (or series of related transactions) involving aggregate consideration to any party in excess of $5,000,000, the Borrower shall provide the Administrative Agent with a fairness opinion from a financial advisor of nationally recognized standing Person other than an Affiliate (as to reasonably determined by the fairness of such transaction to the Loan Parties; Borrower); (c) the Transactions and the payment of fees and expenses made in connection with the Transactions as required by the Acquisition Agreement, Transactions; (d) the payment of any Management Fees, (e) issuances sale, issuance or transfer of Equity Interests of the Borrower a Loan Party or Restricted Subsidiary to the extent otherwise not prohibited by this Agreement, ; (e) the payment of customary indemnification and expense reimbursement obligations; (f) employment Investments permitted under Section 7.02, Indebtedness permitted under Section 7.03, Restricted Payments permitted under Section 7.06 and payments in respect of Junior Financing permitted under Section 7.13; (g) (i) any customary employment, consulting, service, severance or termination arrangements, including payment of salary, bonuses (including bonuses in connection with any Permitted SPAC Transaction) and other benefits and customary indemnification arrangements, entered into by a Loan Party or Restricted Subsidiary with current, former or future officers, directors, employees, managers, consultants and independent contractors of any Loan Party or Restricted Subsidiary (or of any direct or indirect parent thereof to the extent such agreements or arrangements between are in respect of services performed for any Borrower Party or Restricted Subsidiary), (ii) any customary subscription agreement or similar agreement pertaining to the Borrower repurchase of Equity Interests pursuant to put/call rights or similar rights with current, former or future officers, directors, employees, managers, consultants and its Subsidiaries independent contractors of any Loan Party or Restricted Subsidiary or of any direct or indirect parent thereof and their respective officers (iii) any customary payment of compensation or other employee compensation, benefit plan or arrangement, any health, disability or similar insurance plan which covers officers, directors, employees, managers, consultants and employees independent contractors of any Loan Party or Restricted Subsidiary or any direct or indirect parent of a Loan Party (including amounts paid pursuant to any management equity plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, stock option or similar plans and any successor plan thereto and any supplemental executive retirement benefit plans or arrangements), in each case in the ordinary course of business or as otherwise required approved in good faith by the documents board of directors or similar governing the Transactions (including loans and advances to the extent constituting permitted Investments), (g) body of any transaction pursuant to Loan Party or of a Restricted Subsidiary or any arrangement existing as direct or indirect parent of the Closing Date and set forth on Schedule 6.08, a Loan Party; (h) the payment of customary fees and reasonable out-of-out of pocket costs and director’s fees to, and indemnities provided on behalf of, members of the board of directors, managers, officers, employees and consultants of the Loan Parties and employees of Holdings their Restricted Subsidiaries (or any direct or indirect parent thereof), the Borrower and its Subsidiaries in the ordinary course of business ) to the extent attributable to the ownership or operation of the Borrower Loan Parties and its Subsidiaries, their Restricted Subsidiaries (or any direct or indirect parent company of the Borrower); provided that director’s fees paid in cash to directors shall not exceed $1,000,000 per fiscal year; (i) transactions pursuant to agreements in existence on the Closing Date and set forth on Schedule 6.21 or any amendment, restatement, replacement or modification thereto to the extent such an amendment, restatement, replacement or modification (taken as a whole) is not adverse to the Lenders; (j) transactions to effect the Permitted SPAC Transaction, including the transactions and payments contemplated by the Permitted SPAC Transaction Documents, and payment of related fees and expenses; (k) transactions to effect a Permitted Holdco Reorganization and payment of related fees and expenses; (l) [reserved]; (m) intercompany transactions undertaken in good faith for the purpose of improving the tax efficiency of the Loan Parties and the Restricted Payments Subsidiaries and not for the purpose of circumventing any covenant set forth herein; (n) the existence of, or the performance by any Loan Party or Restricted Subsidiary of its obligations under the terms of, any registration rights agreement or shareholder’s agreement to which it is a party or become a party in the future; (o) [reserved]; (p) the entering into of any tax sharing agreement or arrangement and any payments pursuant thereto, but only to the extent permitted under by Section 6.077.06(g)(iii); and (q) the entering into of any TRA and any payments and transactions pursuant thereto.

Transactions with Affiliates. Sell or transfer Neither Holdings shall, nor shall Holdings permit any property or assets of the Restricted Subsidiaries to, directly or purchase indirectly, enter into any transaction of any kind with any Affiliate of Holdings, whether or acquire any property or assets fromnot in the ordinary course of business, or otherwise engage in any other transactions with, any of its Affiliates, exceptthan: (a) transactions between among Holdings and its Restricted Subsidiaries or among Loan Parties, andany entity that becomes a Restricted Subsidiary as a result of such transaction that are not otherwise prohibited under this Agreement; (b) the Borrower or any Subsidiary may engage in any transactions in the ordinary course of business at prices and on terms and conditions (taken substantially as a whole) not less favorable to the Borrower Holdings or such Restricted Subsidiary in any material respect than could as would be obtained obtainable by Holdings or such Restricted Subsidiary at the time in a comparable transaction on an arm’s-length basis from unrelated third parties, provided, that in the case of any such transaction (or series of related transactions) involving aggregate consideration to any party in excess of $5,000,000, the Borrower shall provide the Administrative Agent with a fairness opinion from a financial advisor of nationally recognized standing as to the fairness of such transaction to the Loan PartiesPerson other than an Affiliate; (c) the Transactions and the payment of fees and expenses made (including Transaction Expenses) as part of or in connection with the Transactions as required by the Acquisition Agreement,Transactions; (d) any payments required to be made pursuant to the payment of any Management Fees,Acquisition Agreement; (e) issuances of Equity Interests of the Borrower Investments permitted under Section 7.02 and Restricted Payments permitted under Section 7.06; (f) loans and other transactions by Holdings and its Restricted Subsidiaries to the extent otherwise not prohibited by permitted under this Agreement,Article VII; (fg) employment and severance arrangements between the Borrower Holdings and its Restricted Subsidiaries and their respective officers and employees in the ordinary course of business or otherwise required by the documents governing the Transactions (including loans and advances to the extent constituting permitted Investments), (g) any transaction transactions pursuant to any arrangement existing as stock option plans and employee benefit plans and arrangements in the ordinary course of the Closing Date and set forth on Schedule 6.08,business; (h) 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, employees and consultants and employees of Holdings and its Restricted Subsidiaries in the ordinary course of business; (i) transactions pursuant to agreements in existence on the Closing Date and set forth on Schedule 7.08 (to the extent not otherwise permitted by this Agreement) or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any materially respect; (j) the issuance of Equity Interests to any officer, director, employee or consultant of the Borrower or any of its Restricted Subsidiaries in connection with the Transactions; (k) the payment of management, monitoring, consulting, transaction and advisory fees (but for avoidance of doubt, excluding termination fees) pursuant to the Investor Management Agreement and related indemnities and reasonable expenses; (l) the issuance or transfer of Equity Interests (other than Disqualified Equity Interests) of Holdings to any Investor or to any former, current or future director, manager, officer, employee or consultant (or any Affiliate of any of the foregoing) of the Borrower, any of its Subsidiaries or any direct or indirect parent thereof), ; (m) transactions related to Permitted Securitizations; (n) customary payments by the Borrower and any of its Restricted Subsidiaries to the Investors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures) not otherwise provided for in the Investor Management Agreement, which payments are approved by the majority of the members of the board of directors or a majority of the disinterested members of the board of directors of the Borrower, in good faith; (o) any transaction with Holdings, a Restricted Subsidiary or joint venture partners, in each case in compliance with the terms of this Agreement that are on terms at least as favorable as might reasonably have been obtained at such time in an arm’s length transaction from an unaffiliated party in the reasonable determination of the board of directors of the Borrower; and (p) transactions with customers, clients, joint venture partners, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement that are fair to the extent attributable to the ownership or operation of the Borrower and its the Restricted Subsidiaries, (i) any Restricted Payments permitted under Section 6.07in the reasonable determination of the board of directors or the senior management of the Borrower, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party.

Transactions with Affiliates. Sell Except for (i) transactions between or among Loan Parties, (ii) Investments permitted by Section 6.04, and Indebtedness permitted by Section 6.01, and Liens permitted by Section 6.02, (iii) Dispositions, mergers, consolidations and dissolutions permitted by Section 6.05(i), (iv) Restricted Payments permitted by Section 6.06, (v) reimbursements of costs and expenses of the Sponsor or its Affiliates or any indemnities provided to the Sponsor or its Affiliates, in each case, pursuant to the Management Agreement or any other customary management or advisory arrangement (whether in writing, verbal or otherwise), (vi) director, officer and employee compensation (including bonuses) and other benefits (including retirement, health, stock option and other benefit plans) and indemnification arrangements and severance agreements, in each case approved by the Governing Body of Holdings, any direct or indirect parent entity of Holdings or the applicable Subsidiary of Holdings, (vii) transactions under the Loan Documents and the Related Documents, (viii) Dispositions of Qualified Capital Stock of Holdings to Affiliates of Borrower or Holdings not otherwise prohibited by the Loan Documents and the granting of registration and other customary rights in connection therewith, (ix) the Transactions, (x) the transactions with Velocity Technology Solutions, Inc. or its Affiliates that are approved by all disinterested directors (or the equivalent thereof) (excluding any independent director that may have an interest in the particular transaction) of the appropriate Governing Body of Holdings and (xi, (xi) transactions under the Xxxxxx Management Agreement and the Leesberg Management Agreement and (xii) the transactions set forth on Schedule 6.07, and any amendment or modification with respect to such transactions, and the performance of obligations thereunder, so long as such amendment or modification is not materially adverse to the interests of the Lenders, sell or transfer any property or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions between or among Loan Parties, and (b) except that the Borrower or any Subsidiary may engage in any of the foregoing transactions in the ordinary course of business at prices and on terms and conditions (taken as a whole) not less favorable to the Borrower or such Subsidiary in any material respect than could be obtained in a comparable transaction on an arm’s-length basis from unrelated third parties, provided, ; provided that if such Affiliate transaction both (1) does not meet one of the exceptions in the case of any such transaction clauses (i) through (xixii) above and (2) involves aggregate payments or series of related transactions) involving aggregate consideration to any party value in excess of $5,000,0001,000,000, the Borrower shall provide either obtain written approval for such Affiliate transaction from (y) all of the Administrative Agent with a fairness opinion from a financial advisor disinterested directors (or the equivalent thereof) (excluding any independent director that may have an interest in the particular transaction) of nationally recognized standing as to the fairness of such transaction to the Loan Parties; (c) the Transactions and the payment of fees and expenses made in connection with the Transactions as required by the Acquisition Agreement, (d) the payment of any Management Fees, (e) issuances of Equity Interests appropriate Governing Body of the Borrower to the extent otherwise not prohibited by this Agreement, or such Subsidiary, as applicable or (f) employment and severance arrangements between the Borrower and its Subsidiaries and their respective officers and employees in the ordinary course of business or otherwise required by the documents governing the Transactions (including loans and advances to the extent constituting permitted Investments), (g) any transaction pursuant to any arrangement existing as of the Closing Date and set forth on Schedule 6.08, (hz) 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, consultants and employees of Holdings (or any direct or indirect parent thereof), the Borrower and its Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Subsidiaries, (i) any Restricted Payments permitted under Section 6.07Administrative Agent.

Transactions with Affiliates. Sell or transfer The Borrower shall not, nor shall it permit any property or assets Restricted Subsidiary to, directly or purchase or acquire indirectly, enter into any property or assets from, or otherwise engage in transaction of any other transactions with, kind with any of its Affiliates, except whether or not in the ordinary course of business, other than (a) transactions between or among Loan Parties or any entity that becomes a Loan Party as a result of such transaction and transactions between or among Restricted Subsidiaries that are not Loan Parties, and (b) the Borrower or any Subsidiary may engage in any transactions in the ordinary course of business at prices and on terms and conditions (taken as a whole) substantially not less favorable to the Borrower or such Subsidiary in any material respect than could or such Restricted Subsidiary as would be obtained obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable transaction on an arm’s-length basis from unrelated third parties, provided, that in the case of any such transaction (or series of related transactions) involving aggregate consideration to any party in excess of $5,000,000, the Borrower shall provide the Administrative Agent with a fairness opinion from a financial advisor of nationally recognized standing as to the fairness of such transaction to the Loan Parties; Person other than an Affiliate, (c) the Transactions and the payment of fees and expenses made (including Transaction Expenses) as part of or in connection with the Transactions as required by the Acquisition Agreement, Transactions, (d) the payment issuance of Equity Interests or equity based awards to any Management Fees, officer, director, employee or consultant of the Borrower or any of its Restricted Subsidiaries in the ordinary course of business, (e) issuances of Equity Interests of the Borrower Investments made pursuant to the extent otherwise not prohibited by this Agreement, Section 7.02, Indebtedness incurred pursuant to Section 7.03 and Restricted Payments permitted under Section 7.06, (f) employment customary employment, consulting and severance arrangements between the Borrower and its the Restricted Subsidiaries and their respective officers and employees in the ordinary course of business or otherwise required by the documents governing the Transactions (including loans and advances to the extent constituting permitted Investments), (g) any transaction transactions pursuant to any arrangement existing as stock option plans and employee benefit plans and similar arrangements in the ordinary course of the Closing Date and set forth on Schedule 6.08, business, (h) the payment of customary fees and reasonable out-of-out of pocket costs to, and customary indemnities provided on behalf of, members of the board of directors, officers, employees and consultants and employees of Holdings (or any direct or indirect parent thereof), the Borrower and its the Restricted Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Subsidiariesbusiness, (i) any customary transaction with a Receivables Facility or a Securitization Subsidiary effected as part of a Qualified Securitization Financing, (j) transactions pursuant to registration rights agreements and similar arrangements, (k) transactions in which the Borrower or any Restricted Payments permitted under Subsidiary, as the case may be, delivers to the Administrative Agent and the Required Lenders a letter from an independent financial advisor stating that such transaction is fair to the Borrower or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (b) of this Section 6.077.08 and (l) transactions pursuant to agreements in existence on the Effective Date and set forth on Schedule 7.08 or any amendment thereto to the extent such an amendment (taken as a whole) is not adverse to the Lenders in any material respect.

Transactions with Affiliates. Sell or transfer The Borrower shall not, nor shall it permit any property or assets Restricted Subsidiary to, directly or purchase or acquire indirectly, enter into any property or assets from, or otherwise engage in transaction of any other transactions with, kind with any of its Affiliates, except whether or not in the ordinary course of business, other than (a) transactions between or among Loan Parties or any entity that becomes a Loan Party as a result of such transaction and transactions between or among Restricted Subsidiaries that are not Loan Parties, and (b) the Borrower or any Subsidiary may engage in any transactions in the ordinary course of business at prices and on terms and conditions (taken as a whole) substantially not less favorable to the Borrower or such Subsidiary in any material respect than could or such Restricted Subsidiary as would be obtained obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable transaction on an arm’s-length basis from unrelated third parties, provided, that in the case of any such transaction (or series of related transactions) involving aggregate consideration to any party in excess of $5,000,000, the Borrower shall provide the Administrative Agent with a fairness opinion from a financial advisor of nationally recognized standing as to the fairness of such transaction to the Loan Parties; Person other than an Affiliate, (c) the Transactions and the payment of fees and expenses made (including Transaction Expenses) as part of or in connection with the Transactions as required by the Acquisition Agreement, Transactions, (d) the payment issuance of Equity Interests or equity based awards to any Management Fees, officer, director, employee or consultant of the Borrower or any of its Restricted Subsidiaries in the ordinary course of business, (e) issuances of Equity Interests of the Borrower Investments made pursuant to the extent otherwise not prohibited by this Agreement, Section 7.02, Indebtedness incurred pursuant to Section 7.03 and Restricted Payments permitted under Section 7.06, (f) employment customary employment, consulting and severance arrangements between the Borrower and its the Restricted Subsidiaries and their respective officers and employees in the ordinary course of business or otherwise required by the documents governing the Transactions (including loans and advances to the extent constituting permitted Investments), (g) any transaction transactions pursuant to any arrangement existing as stock option plans and employee benefit plans and similar arrangements in the ordinary course of the Closing Date and set forth on Schedule 6.08, business, (h) the payment of customary fees and reasonable out-of-out of pocket costs to, and customary indemnities provided on behalf of, members of the board of directors, officers, employees and consultants and employees of Holdings (or any direct or indirect parent thereof), the Borrower and its the Restricted Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Subsidiariesbusiness, (i) any customary transaction with a Receivables Facility or a Securitization Subsidiary effected as part of a Qualified Securitization Financing, (j) transactions pursuant to registration rights agreements and similar arrangements, (k) transactions in which the Borrower or any Restricted Payments permitted under Subsidiary, as the case may be, delivers to the Administrative Agent and the Required Lenders a letter from an independent financial advisor stating that such transaction is fair to the Borrower or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (b) of this Section 6.07.7.08 and (l) transactions pursuant to agreements in existence on the Restatement Effective Date and set forth on Schedule 7.08 or any amendment thereto to the extent such an amendment (taken as a whole) is not adverse to the Lenders in any material respect. 4830-5366-9817v1

Transactions with Affiliates. Sell Except as disclosed on Schedule 7.10 and with respect to transactions that are otherwise expressly permitted herein, directly or transfer indirectly, purchase, acquire or lease any property from, or assets sell, transfer or lease any property to, or purchase otherwise enter into any transaction or acquire any property or assets from, or otherwise engage in any other transactions deal with, any of its AffiliatesAffiliate thereof or any present or former shareholder thereof, except: (a) transactions between or among Loan Parties, and (b) the Borrower or any Subsidiary may engage in any transactions which are in the ordinary course Ordinary Course of business at prices and on terms and conditions (taken as a whole) not less favorable to the Borrower or such Subsidiary in any material respect than could be obtained in a comparable transaction Business, on an arm’s-length basis on fair and reasonable terms and conditions no less favorable than terms and conditions which would have been obtainable in a comparable arm’s length transaction from unrelated third partiesa Person other than an Affiliate or a present or former shareholder of such Loan Party or such Loan Party and, provided, that in the case of any if such transaction (involves payments from the Loan Parties or series any of related transactions) involving aggregate consideration their Subsidiaries to any party such Affiliate in excess of $5,000,000500,000 per fiscal year, the Borrower shall provide the Administrative Agent with a fairness opinion from a financial advisor of nationally recognized standing as to the fairness of such transaction shall have been disclosed to the Loan Parties; (c) the Transactions and the payment of fees and expenses made Agent in connection with the Transactions as required by the Acquisition Agreement, (d) the payment of any Management Fees, (e) issuances of Equity Interests of the Borrower to the extent otherwise not prohibited by this Agreement, (f) employment and severance arrangements between the Borrower and its Subsidiaries and their respective officers and employees in the ordinary course of business or otherwise required by the documents governing the Transactions (including loans and advances to the extent constituting permitted Investments), (g) any transaction pursuant to any arrangement writing. All such transactions existing as of the Closing Date and set forth are described on Schedule 6.08,7.10; (hb) reasonable and customary director, board observer, officer, employee and member of management compensation (including bonuses), documented expense reimbursement and other benefits (including retirement, health, severance, stock option and other benefit plans) and employment, severance, change of control and indemnification arrangements, in the case of the officers or directors; (c) customary indemnity and expense reimbursement paid to or on behalf of Xxxxxxx Xxxxxx in connection with Xxxxxxx Xxxxxx’x performance of financial, advisory, monitoring, oversight and similar services; provided, that Borrower shall provide to Agent, upon Agent’s request in its Permitted Discretion, a reasonably detailed explanation of the indemnities and expenses so reimbursed and the purpose therefor; (d) the Transactions and related transactions contemplated by the Purchase Agreement (as in effect on the Closing Date) and the payment of the fee payable to Xxxxxxx Xxxxxx or one of its Affiliates in connection therewith; (e) sales of Equity Interests of Parent Holdco to Xxxxxxx Xxxxxx and Permitted Holders permitted by this Agreement and the granting of registration and other customary rights in connection therewith; and (f) 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, consultants and employees of Holdings to Xxxxxxx Xxxxxx (or its affiliated entities) for any direct financial or indirect parent thereof)mergers and acquisitions advisory, financing, underwriting or placement services (whether structured as a fee or an underwriting discount) in connection with Permitted Acquisitions or permitted equity Investments; provided that the Borrower and its Subsidiaries in fees for any such Permitted Acquisition shall not exceed the ordinary course greater of business to the extent attributable to the ownership or operation of the Borrower and its Subsidiaries, (i) 2% of the transaction value and (ii) 5% of the amount of any Restricted Payments permitted under Section 6.07new equity invested by Xxxxxxx Xxxxxx or its Affiliates in connection with such Permitted Acquisition or equity Investment.

Transactions with Affiliates. Sell No Loan Party will, nor will it permit any of its Restricted Subsidiaries to, directly or transfer indirectly enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or assets tothe rendering of any service) with, or purchase or acquire any property or assets from, or otherwise engage in any other transactions withfor the benefit of, any Affiliate of its AffiliatesHoldings, excepton terms that are less favorable to any Group Member than those that could be obtained at the time in a comparable arm’s-length transaction with a Person who is not an Affiliate; provided that the foregoing restrictions in this Section 7.7 shall not apply to: (a) transactions between or any transaction solely among Loan Parties, andGroup Members; (b) the Borrower consummation of the Transactions; (c) fees, compensation and other benefits to, and customary indemnity and reimbursement provided on behalf of employees, officers or any Subsidiary may engage in any transactions consultants in the ordinary course of business at prices and on terms and conditions (taken as a whole) not less favorable to the Borrower or such Subsidiary in any material respect than could be obtained in a comparable transaction on an arm’s-length basis from unrelated third parties, provided, that in the case of any such transaction (or series of related transactions) involving aggregate consideration to any party in excess of $5,000,000, the Borrower shall provide the Administrative Agent with a fairness opinion from a financial advisor of nationally recognized standing as to the fairness of such transaction to the Loan Partiesbusiness; (c) the Transactions and the payment of fees and expenses made in connection with the Transactions as required by the Acquisition Agreement, (d) the payment of any Management Fees,Investments and acquisitions among Group Members expressly permitted under Section 7.3; (e) issuances of Equity Interests of the Borrower to the extent otherwise not prohibited by this Agreement,Restricted Junior Payments permitted under Section 7.4; (f) employment and severance arrangements between the Borrower and its Subsidiaries and their respective officers and employees in the ordinary course of business or otherwise required by the documents governing the Transactions (including loans and advances to the extent constituting transactions permitted Investmentsunder Section 10.1(b)(vi),; (g) any transaction pursuant to any arrangement existing as of transactions, agreements and arrangements in existence on the Closing Date and set forth on Schedule 6.08,7.7 or 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 Borrower in good faith); (h) issuances of Voting Securities of Holdings (or any direct or indirect parent thereof), any Parent, Borrower or any Subsidiary to the extent otherwise permitted by this Agreement; (i) 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, consultants officers and employees of Holdings (or any direct or indirect parent company thereof), Borrower, any Parent and the Borrower and its Restricted Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Holdings, any Parent, Borrower and its the Restricted Subsidiaries; (j) customary payments by Holdings, any Parent, Borrower and any of the Restricted Subsidiaries to the Sponsor made for any financial advisory, consulting, financing, underwriting or placement services or in respect of other investment banking activities (iincluding in connection with acquisitions, divestitures or financings), which payments are approved by the majority of the members of the Board of Directors or a majority of the disinterested members of the Board of Directors of such Person in good faith; and (k) the issuance or transfer of Voting Securities (other than Disqualified Stock) of Holdings to any Restricted Payments permitted under Section 6.07Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any Affiliate of any of the foregoing) of Borrower, any of the Subsidiaries or any direct or indirect parent of any of the foregoing.

Transactions with Affiliates. Sell Enter into or transfer permit to exist any property transaction with any Affiliate of BorrowerParent or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, exceptSubsidiaries except for: (a) transactions (other than the payment of management, consulting, monitoring, or advisory fees) between Holdings, Borrowerany Loan Party or among its Restricted Subsidiaries, on the one hand, and any Affiliate of Borrowersuch Loan PartiesParty or its Restricted Subsidiaries, andon the other hand, so long as, if such Affiliate is not Holdings, Borrower or a Restricted Subsidiary, such transactions (i) are upon fair and reasonable terms, (ii) are fully disclosed to Agent prior to the consummation thereof, if they involve one or more payments by Borrower or its Restricted Subsidiaries in excess of $7,500,000 for any single transaction or series of related transactions, and (iii) are no less favorable, taken as a whole, to Holdings, Borrowersuch Loan Party or its Restricted SubsidiariesSubsidiary, as applicable, than would be obtained in an arm’s length transaction with a non-Affiliate, (b) reasonable and customary indemnities provided for the benefit of directors of Parent, Holdings, Borrower or any Restricted Subsidiary, (c) the payment of fees, compensation, severance or employee benefit arrangements to employees, officers, and outside directors of Parent, Holdings, Borrower or any Restricted Subsidiary may engage in any transactions in the ordinary course of business at prices and on terms and conditions (taken as a whole) not less favorable to the Borrower or such Subsidiary in any material respect than could be obtained in a comparable transaction on an arm’s-length basis from unrelated third parties, provided, that in the case of any such transaction (or series of related transactions) involving aggregate consideration to any party in excess of $5,000,000, the Borrower shall provide the Administrative Agent consistent with a fairness opinion from a financial advisor of nationally recognized standing as to the fairness of such transaction to the Loan Parties; (c) the Transactions and the payment of fees and expenses made in connection with the Transactions as required by the Acquisition Agreementindustry practice, (d) transactions permitted by Section 6.3, Section 6.4, Section 6.7, Section 6.9, or Section 6.11, or any Permitted Intercompany Advance or any payments under the payment of any Management FeesTax Receivable Agreement, (e) issuances prior to consummation of Equity Interests an IPO, so long as no Event of Default has occurred and is continuing or would result therefrom, (i) the payment of management, consulting, monitoring, advisory and other fees (including any termination fee) and related expenses (including indemnification and other similar amounts) pursuant to any Management Agreement (plus any unpaid management, consulting, monitoring, advisory and other fees and related expenses (including indemnification and similar amounts) accrued in any prior year), or, in each case, any amendment to any Management Agreement so long as any such amendment is not materially disadvantageous (in the good faith judgment of the Borrower Board of Directors of Borrower) to the extent otherwise not prohibited by this Lenders when taken as a whole, as compared to such Management Agreement as in effect on the Closing Date, and (ii) the reimbursement of Sponsor and its Affiliates and the Advance Shareholders for their reasonable out of pocket expenses and indemnification claims incurred in connection with their providing management services to Holdings, Borrower and its Restricted Subsidiaries,required pursuant to the terms of any Management Agreement, (f) employment and severance arrangements transactions between the or among Parent, Holdings, Borrower and any of its Restricted Subsidiaries and their respective officers and employees in the ordinary course of business or otherwise required by the documents governing the Transactions (including loans and advances to the extent constituting permitted Investments),such transaction is not otherwise prohibited by this Agreement, and (g) any transaction pursuant payments of principal, interest and fees under the Term Loan FacilitiesFacility to any arrangement existing Affiliated Persons (as of defined in the Closing Date applicable Term Loan Credit Agreement) and set forth on Schedule 6.08,Sponsor Debt Funds (as defined in the applicable Term Loan Credit Agreement) that are lenders under eitherthe Term Loan Facility solely in their capacities as lenders under suchthe Term Loan Facility.; and (h) the payment of customary fees Parent and reasonable out-of-pocket costs to, and indemnities provided on behalf of, members of the board of directors, officers, consultants and employees of Holdings (or any direct or indirect parent thereof), the Borrower and its Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Subsidiaries, (i) any Restricted Payments permitted under Section 6.07Subsidiary of Parent may issue Stock (other than Stock constituting Disqualified Equity Interests) (and options, warrants and rights thereto).

Transactions with Affiliates. Sell Enter into any transaction of any kind with any Affiliate of the Borrower, whether or transfer any property or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions between or among Loan Parties, and (b) the Borrower or any Subsidiary may engage in any transactions not in the ordinary course of business at prices business, other than (a) transactions among the Restricted Companies, (b) transactions on fair and on reasonable terms and conditions (taken substantially as a whole) not less favorable to a Restricted Company as would be obtainable by such Restricted Company at the Borrower or such Subsidiary in any material respect than could be obtained time in a comparable transaction on an arm’s-length basis from unrelated third parties, provided, that in the case of any such transaction (or series of related transactions) involving aggregate consideration to any party in excess of $5,000,000, the Borrower shall provide the Administrative Agent with a fairness opinion from a financial advisor of nationally recognized standing as to the fairness of such transaction to the Loan Parties; Person other than an Affiliate, (c) the Transactions and the payment of fees and expenses made in connection with the Transactions as required by consummation of the Acquisition Agreement, Transaction, (d) loans and other transactions by the payment of any Management Fees, Borrower and its Restricted Subsidiaries to the extent permitted under this Article 7, (e) issuances of Equity Interests customary fees payable to any directors of the Borrower to and reimbursement of reasonable out of pocket costs of the extent otherwise not prohibited by this Agreement, directors of the Borrower, (f) employment and severance arrangements between the Borrower and its Subsidiaries any Restricted Company and their respective officers and employees in the ordinary course of business or otherwise required by the documents governing the Transactions (including loans and advances to the extent constituting permitted Investments), business, (g) payments by any transaction Restricted Company pursuant to any arrangement existing as of the Closing Date tax sharing agreements among the Borrower and set forth its Subsidiaries on Schedule 6.08, customary terms, (h) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, members of the board of to directors, officers, consultants officers and employees of Holdings (or any direct or indirect parent thereof), the Borrower and its Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Subsidiariesbusiness, (i) transactions pursuant to agreements in existence on the Closing Date and set forth on Schedule 7.07 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect, (j) Restricted Payments permitted under Section 6.077.06, (k) any transaction with a Securitization Vehicle as part of a Securitization Financing permitted under Section 7.03(r), and (l) transactions engaged in by Restricted Companies with Unrestricted Subsidiaries in good faith to effect (i) the operations, governance, administration and corporate overhead of the Consolidated Companies and (ii) the tax management of the Consolidated Companies. For the purposes of this Section 7.07, each Unrestricted Subsidiary shall be deemed to be an Affiliate of each Restricted Company.

Transactions with Affiliates. Sell No Loan Party shall, nor shall it permit any of its Restricted Subsidiaries to, directly or transfer indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or assets tothe rendering of any service) greater than $25,000,000 in each individual transaction with any Affiliate of Holdings on terms and conditions to be not less favorable to Holdings and its Restricted Subsidiaries as would reasonably by obtained by Holdings or such Restricted Subsidiary at that time in a comparable arm’s-length transaction with a Person other than an Affiliate; provided, or purchase or acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except the foregoing restriction shall not apply to (a) transactions between with Holdings or among Loan Parties, and any Restricted Subsidiary (or any entity that becomes a Restricted Subsidiary as a result of such transaction; (b) the Borrower employment, consulting, severance and other service or any Subsidiary may engage in any transactions in the ordinary course of business at prices and on terms and conditions (taken as a whole) not less favorable to the Borrower or such Subsidiary in any material respect than could be obtained in a comparable transaction on an arm’s-length basis from unrelated third parties, provided, that in the case of any such transaction (or series of benefit related transactions) involving aggregate consideration to any party in excess of $5,000,000arrangements between Holdings, the Borrower shall provide the Administrative Agent with a fairness opinion from a financial advisor of nationally recognized standing as to the fairness of such transaction to the Loan Parties; (c) the Transactions and the payment of fees and expenses made in connection with the Transactions as required by the Acquisition Agreement, (d) the payment of any Management Fees, (e) issuances of Equity Interests of the Borrower to the extent otherwise not prohibited by this Agreement, (f) employment and severance arrangements between the Borrower and its Restricted Subsidiaries and their respective officers and employees in the ordinary course of business or otherwise required by the documents governing the Transactions (including loans and advances pursuant to Section 6.06(g), salary or guaranteed payments and bonuses) and transactions pursuant to stock option and other equity award plans and employee benefit plans and arrangements in the ordinary course of business; (c) transactions in existence on the Closing Date described in Schedule 6.11 or any amendment thereof to the extent constituting such an amendment is not (i) materially adverse to the Lenders or (ii) more disadvantageous to the Lenders than the relevant transaction in existence on the Closing Date; (d) Restricted Junior Payments permitted Investmentspursuant to Section 6.04; (e) Investments permitted pursuant to Sections 6.06(r) and 6.06(q), ; (f) the Transactions, the payment of fees and expenses related to the Transactions and the Cristal Acquisition; (g) [intentionally omitted]; (h) issuances of Equity Interests of Holdings or the Borrower to the extent otherwise permitted by this Agreement; (i) payments by Holdings and the Restricted Subsidiaries pursuant to tax sharing agreements among Holdings (and any parent thereof), the Borrowers and the Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Borrower and the Restricted Subsidiaries, to the extent payments are permitted by Section 6.04; (j) the issuance or transfer of Equity Interests (other than Disqualified Capital Stock) of Holdings to any former, current or future director, manager, officer, employee or consultant (or spouses, former spouses, successors, heirs, legatees, distributes or Affiliates of any of the foregoing) of the Borrowers, any of the Subsidiaries or any direct or indirect parent of any of the foregoing; (k) any transaction pursuant in respect of which Holdings delivers to any arrangement existing as the Administrative Agent a letter addressed to the Board of Directors of Holdings from an accounting, appraisal or investment banking firm of nationally recognized standing stating that such transaction is on terms that are no less favorable to Holdings or the applicable Restricted Subsidiary than might be obtained at the time in a comparable arm’s length transaction from a Person who is not an Affiliate; (l) guarantees permitted by Section 6.01 or Section 6.06; (m) transactions with customers, clients, joint venture partners, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement that are fair to the Holdings the Restricted Subsidiaries, in the reasonable determination of the Closing Date Board of Directors of Holdings, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party, and set forth on Schedule 6.08, (hn) 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, consultants and employees of Holdings (or any direct or indirect parent thereof), the Borrower and its the Restricted Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its the Restricted Subsidiaries. Notwithstanding anything in the foregoing to the contrary, no Dutch Loan Party shall guarantee the obligations of any Person (iother than those of another Loan Party) any Restricted Payments permitted under in accordance with Section 6.072:403 of the Dutch Civil Code (or similar arrangements in other jurisdictions).

Transactions with Affiliates. Sell Enter into any transaction with a value in excess of $5,000,000, including any purchase, sale, lease or transfer exchange of property, the rendering of any property service or assets tothe payment of any management, advisory or purchase similar fees, with any Affiliate (other than the Borrower or acquire any property or assets fromits Restricted Subsidiaries), or unless such transaction is (i) otherwise engage permitted under this Agreement and (ii) upon fair and reasonable terms not materially less favorable to the relevant Group Member, than it would obtain in any other transactions withan arm’s length transaction with a Person that is not an Affiliate. Notwithstanding the foregoing, any of the Borrower and its Affiliates, exceptRestricted Subsidiaries may do the following: (a) transactions between or among Loan Parties, andRestricted Payments may be made to the extent permitted by Section 8.6; (b) loans may be made and other transactions may be entered into by the Borrower and its Restricted Subsidiaries to the extent permitted by Sections 8.2, 8.4, 8.5 and 8.7; (c) customary fees and indemnifications may be paid to directors of the Borrower and its Restricted Subsidiaries; (d) the Borrower and its Restricted 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 Restricted Subsidiaries in the ordinary course of business; (e) [reserved]; (f) transactions related to Permitted Securitizations; (g) sales of Capital Stock (other than Disqualified Capital Stock) of the Borrower to its Affiliates and options and warrants exercisable therefore and the granting of registration and other customary rights in connection therewith; (h) any transaction with an Affiliate where the only consideration paid is Capital Stock of the Borrower (other than Disqualified Capital Stock); (i) any transaction with an Affiliate existing on the Closing Date and listed on Schedule 8.9(i); (j) the execution, delivery and performance of any amendments to the stockholders’ agreements and registration rights agreement of the Borrower entered into in connection with the initial registered public offering of voting Capital Stock of the Borrower in form and substance reasonably acceptable to the Administrative Agent; (k) leases or any Subsidiary may engage in any transactions subleases of property in the ordinary course of business at prices not materially interfering with the business of the Borrower and on terms and conditions (the Restricted Subsidiaries taken as a whole; (l) not less favorable to transactions between or among the Borrower and/or any Restricted Subsidiary and any entity that becomes a Restricted Subsidiary as a result of such transaction; (m) any agreement between any Person and an Affiliate of such Person existing at the time such Person is acquired by or merged into the Borrower or any of its Restricted Subsidiaries pursuant to the terms of this Agreement; provided that such Subsidiary agreement was not entered into in contemplation of such acquisition or merger, or any amendment thereto (so long as any such amendment is not disadvantageous to the Lenders in any material respect than could be obtained in a comparable transaction on an arm’s-length basis from unrelated third parties, provided, that in the case of any such transaction (or series of related transactions) involving aggregate consideration to any party in excess of $5,000,000, the Borrower shall provide the Administrative Agent with a fairness opinion from a financial advisor of nationally recognized standing as to the fairness of such transaction to the Loan Parties; (c) the Transactions and the payment of fees and expenses made in connection with the Transactions as required by the Acquisition Agreement, (d) the payment of any Management Fees, (e) issuances of Equity Interests good faith judgment of the Borrower when taken as a whole as compared to such agreement as in effect on the extent otherwise not prohibited by this Agreement,date of such acquisition or merger); and (f) employment and severance arrangements between the Borrower and its Subsidiaries and their respective officers and employees in the ordinary course of business or otherwise required by the documents governing the Transactions (including loans and advances to the extent constituting permitted Investments), (gn) any transaction pursuant to any arrangement existing as other transactions with an Affiliate, which is approved by a majority of the Closing Date and set forth on Schedule 6.08, (h) 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, consultants and employees of Holdings (or any direct or indirect parent thereof), the Borrower and its Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation Disinterested Directors of the Borrower and its Subsidiaries, (i) any Restricted Payments permitted under Section 6.07in good faith.

Transactions with Affiliates. Sell or transfer any property or assets toNo Borrower will, or purchase or acquire any property or assets from, or otherwise engage in any other transactions with, and no Borrower will permit any of its AffiliatesSubsidiaries to, exceptdirectly or indirectly, enter into or permit to exist any transaction with any Affiliate of any Loan Party or any of its Subsidiaries except for: (a) transactions between such Loan Party or among its Subsidiaries, on the one hand, and any Affiliate of such Loan PartiesParty or its Subsidiaries, andon the other hand, so long as such transactions are no less favorable, taken as a whole, to such Loan Party or its Subsidiaries, as applicable, than would be obtained in an arm’s length transaction with a non-Affiliate, (b) any indemnity provided for the Borrower benefit of directors (or any Subsidiary may engage in any transactions in the ordinary course comparable managers) of business at prices and on terms and conditions (taken a Loan Party or one of its Subsidiaries so long as a whole) not less favorable to the Borrower it has been approved by such Loan Party’s or such Subsidiary in any material respect than could be obtained in a comparable transaction on an arm’s-length basis from unrelated third parties, provided, that in the case Subsidiary’s board of any such transaction directors (or series of related transactionscomparable governing body) involving aggregate consideration to any party in excess of $5,000,000, the Borrower shall provide the Administrative Agent accordance with a fairness opinion from a financial advisor of nationally recognized standing as to the fairness of such transaction to the Loan Parties;applicable law, (c) the Transactions and the payment of fees and expenses made in connection with the Transactions as required by the Acquisition Agreement, (d) the payment of any Management Fees, (e) issuances of Equity Interests of the Borrower reasonable compensation, severance, or employee benefit arrangements to the extent otherwise not prohibited by this Agreement, (f) employment and severance arrangements between the Borrower and its Subsidiaries and their respective officers and employees in the ordinary course of business or otherwise required by the documents governing the Transactions (including loans and advances to the extent constituting permitted Investments), (g) any transaction pursuant to any arrangement existing as of the Closing Date and set forth on Schedule 6.08, (h) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, members of the board of directorsemployees, officers, consultants and employees outside directors of Holdings (a Loan Party or any direct or indirect parent thereof), the Borrower and one of its Subsidiaries in the ordinary course of business to the extent attributable to the ownership and consistent with industry practice so long as it has been approved by such Loan Party’s or operation such Subsidiary’s board of the Borrower and its Subsidiaries, directors (or comparable governing body) in accordance with applicable law, (d) (i) any Restricted Payments transactions solely among the Loan Parties, and (ii) transactions solely among Subsidiaries of Loan Parties that are not Loan Parties, (e) transactions permitted by Section 6.3, Section 6.7, or Section 6.9, (f) payments to Public Parent in lieu of distributions permitted under Section 6.076.7(c), (g) agreements for the non-exclusive licensing of intellectual property, or distribution of products, in each case, among the Loan Parties and their Subsidiaries for the purpose of the counterparty thereof operating its business, and agreements for the assignment of intellectual property from any Loan Party or any of its Subsidiaries to any Loan Party, and (h) transactions with Public Parent pursuant to agreements in effect on the Closing Date and described on Schedule 6.10 hereto and amendments, renewals and replacements thereof that are not on terms that, taken as a whole, are or could reasonably be expected to be materially adverse to the interests of the Lenders.

Transactions with Affiliates. Sell Enter into any transaction, including any purchase, sale, lease or transfer any property or assets toexchange of property, or purchase or acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions between or among Loan Parties, and (b) the Borrower or any Subsidiary may engage in any transactions in the ordinary course of business at prices and on terms and conditions (taken as a whole) not less favorable to the Borrower or such Subsidiary in any material respect than could be obtained in a comparable transaction on an arm’s-length basis from unrelated third parties, provided, that in the case rendering of any such transaction (service or series the payment of related transactions) any management, advisory or similar fees, with any Affiliate involving aggregate consideration to any party in excess of $5,000,000, unless such transaction is (i) otherwise permitted under this Agreement, and (ii) upon fair and reasonable terms no less favorable to the Borrower shall provide the Administrative Agent relevant Group Member than it would obtain in a comparable arm’s length transaction with a fairness opinion from a financial advisor of nationally recognized standing as to Person that is not an Affiliate other than: (a) transactions among the fairness of such transaction to MLP and the Loan PartiesRestricted Subsidiaries; (b) any Restricted Payment permitted by Section 7.6 and any Investment permitted by Section 7.8; (c) any issuance of Capital Stock (other than Disqualified Capital Stock) of the Transactions and the payment of fees and expenses made in connection with the Transactions as required by the Acquisition Agreement,MLP; (d) payments or transactions arising under or contemplated by any contract, agreement, instrument or arrangement in effect on the payment Closing Date (including, without limitation, the Partnership Agreement, and the Transaction Documentation), and as amended or modified thereafter on terms that are not materially less favorable to the MLP and its Restricted Subsidiaries, taken as a whole, considered in the aggregate taking into account all such substantially contemporaneous amendments and modifications of any Management Fees,the Transaction Documentation; (e) issuances of Equity Interests of the Borrower arrangements with respect to the extent otherwise not prohibited by this Agreement, (f) employment and severance arrangements between the Borrower and its Subsidiaries and their respective officers and procurement of services of directors, officers, independent contractors, consultants or employees in the ordinary course of business and the payment of customary compensation (including bonuses) and other benefits (including retirement, health, stock option and other benefit plans) and reasonable reimbursement arrangements in connection therewith; (f) loans or advances to officers, directors or employees of the General Partner, the MLP or its Restricted Subsidiaries in the ordinary course of business or consistent with past practice or guarantees in respect thereof or otherwise required by the documents governing the Transactions made on their behalf (including loans and advances to the extent constituting permitted Investmentspayment on such guarantees),; (g) any transaction pursuant to any arrangement existing as of the Closing Date and set forth on Schedule 6.08, (h) the payment of customary fees and reasonable out-of-pocket costs tofees, expenses and indemnities provided on behalf of, members of the board of to directors, officers, consultants and employees of Holdings (or any direct or indirect parent thereof)the General Partner, the Borrower MLP and its the Restricted Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Subsidiaries, business; (h) [reserved]; (i) transactions with any Affiliate in its capacity as a holder of Indebtedness or Capital Stock of the MLP; provided that such Affiliate is treated the same as other such holders; (j) transactions for which the MLP or any Restricted Payments permitted under Section 6.07Subsidiary, as the case may be, obtains a favorable written opinion from a nationally recognized investment banking firm as to the fairness of the transaction to the MLP and its Restricted Subsidiaries from a financial point of view; and (k) transactions with a Person that is an Affiliate of the MLP solely because the MLP owns, directly or through a Restricted Subsidiary, an Investment in, or controls, such Person.

Transactions with Affiliates. Sell or transfer any property or assets toExcept as permitted by this Agreement, or purchase or acquire any property or assets fromthe other Loan Documents, no Borrower shall sell, transfer, distribute, or otherwise engage in pay any other money or property to any Affiliate of such Borrower (except for transactions with, any of its Affiliates, except (ai) transactions between among Borrowers or among Loan PartiesBorrowers and Guarantors, and and (bii) the Borrower or any Subsidiary may engage in any transactions in the ordinary course of business at prices upon fair and on reasonable terms and conditions (taken as a whole) not no less favorable to the Borrower or such Subsidiary in any material respect than could would be obtained in a comparable transaction on an arm’s-length basis from unrelated third partiestransaction with a non-Affiliate), providedor lend or advance money or property to any Affiliate of such Borrower, that or invest in (by capital contribution or otherwise), or purchase or repurchase any stock or Debt, or any property, of any Affiliate of such Borrower or become liable on any guaranty of the Debt, dividends, or other obligation of any Affiliate of such Borrower. Notwithstanding the foregoing, (a) Borrowers (or any Subsidiary of any Borrower) may make loans and advances to, and sell, transfer, distribute and pay any money and property to, and invest in, and become liable on any guaranty of any Permitted Debt of, Borrowers, (b) Borrowers may make loans to RMC Reinsurance; provided the unpaid principal balance of such loans do not, in the case of aggregate, exceed at any such transaction (or series of related transactions) involving aggregate consideration to any party in excess of one time $5,000,0002,000,000, the Borrower shall provide the Administrative Agent with a fairness opinion from a financial advisor of nationally recognized standing as to the fairness of such transaction to the Loan Parties; (c) the Transactions Borrowers may make (i) a deemed advance or deemed capital contribution to a Special Purpose Subsidiary and the payment of fees and expenses made may enter into agreements (e.g. sub-servicing) with other Borrowers in connection with the Transactions as required any Permitted Facility permitted pursuant to Section 8.18 hereunder, (ii) Permitted Transfers pursuant to a Permitted Facility, and (iii) transactions permitted by the Acquisition Agreement, Section 8.12(c), (d) Distributions permitted by Section 8.12 shall be permitted in accordance with the payment of any Management Fees, terms thereof, (e) issuances of Equity Interests of the Borrower to transactions contemplated by Section 8.18 (including Permitted Transfers) and Section 8.19 shall be permitted in accordance with the extent otherwise not prohibited by this Agreement, terms thereof, (f) employment and severance arrangements between the Borrower and its Subsidiaries and their respective officers and employees in the ordinary course of business or otherwise required by the documents governing the Transactions (including loans and advances Regional may issue stock options pursuant to the extent constituting permitted Investments), Management Incentive Plan, and, provided that no Event of Default exists or would result therefrom, may purchase and repurchase any stock issued pursuant to such Management Incentive Plan in accordance with Section 8.12, and (g) in addition to the foregoing, Regional may invest up to $250,000, in the aggregate at any transaction time outstanding, in Subsidiaries (including in any Special Purpose Subsidiary prior to its entry into a Permitted Facility) that have been formed, but which have not been required to be joined as Borrowers pursuant to Section 8.8. Upon Agent’s reasonable request from time to time, Borrowers shall deliver to Agent information describing any arrangement existing as Affiliate transactions of Borrowers. For the Closing Date and set forth on Schedule 6.08, (h) avoidance of doubt, the payment of customary directors fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, members of the board of directors, officers, consultants and employees of Holdings (or any direct or indirect parent thereof), the Borrower and its Subsidiaries in the ordinary course of business employee compensation arrangements shall not be subject to the extent attributable to the ownership or operation of the Borrower and its Subsidiaries, (i) any Restricted Payments permitted under this Section 6.078.14.

Transactions with Affiliates. Sell or transfer The Borrower will not, and will not permit any property or assets Subsidiary to, or purchase or acquire enter into any property or assets fromtransaction, or otherwise engage in any other transactions withincluding, without limitation, any purchase, sale, lease or exchange of its AffiliatesProperty or the rendering of any service, except with any Affiliate (aother than the Guarantors and Wholly-Owned Subsidiaries of the Borrower, as the case may be) unless such transactions are upon fair and reasonable terms no less favorable to it than it would obtain in a comparable arm’s length transaction with a Person not an Affiliate provided that the foregoing restriction shall not apply to transactions as follows: (i) transactions between or among Loan Partiesthe Borrower and any Guarantor or Wholly-Owned Subsidiary of the Borrower or between and among any Guarantors and Wholly-Owned Subsidiaries of the Borrower; (ii) any Restricted Payment permitted by Section 9.04(a); (iii) Investments permitted under Section 9.05(h), and 9.05(i) or 9.05(j); (biv) loans and advances permitted under Section 9.05(k) and Guarantees permitted under Section 9.05(n); (v) the performance of employment, equity award, equity option or equity appreciation agreements, plans or other similar compensation or benefit plans or arrangements (including vacation plans, health and insurance plans, deferred compensation plans and retirement or savings plans) entered into by the Borrower or any Subsidiary may engage in any transactions in the ordinary course of its business at prices with its employees, officers and directors; (vi) the performance of any agreement set forth under Schedule 9.14 and existing on terms and conditions (taken the date hereof or as a whole) not less favorable to the Borrower or such Subsidiary in any material respect than could be obtained otherwise in a comparable transaction form as provided on an arm’s-length basis from unrelated third partiessuch Schedule, providedtogether with each extension, that in the case of any such transaction (renewal, amendment or series of related transactions) involving aggregate consideration to any party in excess of $5,000,000, the Borrower shall provide the Administrative Agent with a fairness opinion from a financial advisor of nationally recognized standing as to the fairness of such transaction to the Loan Parties; (c) the Transactions and the payment of fees and expenses made in connection with the Transactions as required by the Acquisition Agreement, (d) the payment of any Management Fees, (e) issuances of Equity Interests of the Borrower modification to the extent otherwise it does not prohibited by this Agreement, expand the scope of undertakings provided thereby on more restrictive or onerous terms than as in effect on the date hereof; and (fvii) employment and severance arrangements between the Borrower and its Subsidiaries and their respective officers and employees in the ordinary course of business or otherwise required by the documents governing the Transactions (including loans and advances to the extent constituting permitted Investments), (g) any transaction pursuant to any arrangement existing as of the Closing Date and set forth on Schedule 6.08, (h) the payment of customary fees and reasonable out-of-pocket costs compensation to, and indemnities indemnity provided on behalf of, members of the board of officers, directors, officers, consultants and employees of Holdings (the Borrower or any direct or indirect parent thereof)Subsidiary in their capacity as such, the Borrower and its Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower such fees and its Subsidiaries, (i) any Restricted Payments permitted under Section 6.07compensation are customary.

Transactions with Affiliates. Sell or transfer any property or assets toThe Borrower will conduct, or purchase or acquire any property or assets fromand cause the Restricted Subsidiaries to conduct, or otherwise engage in any other all transactions with, with any of its Affiliates, except or their respective Affiliates (aother than (x) any transaction or series of related transactions with an aggregate value that is equal to or less than $25,000,000 or (y) transactions between or among Loan Parties, and (bi) the Borrower and the Restricted Subsidiaries or any Person that becomes a Restricted Subsidiary may engage in any as a result of such transactions and (ii) the Borrower, the Restricted Subsidiaries and to the extent in the ordinary course or consistent with past practice Holdings, any direct or indirect parent of business at prices Holdings, and any of its other Subsidiaries) on terms and conditions (that are, taken as a whole) , not materially less favorable to the Borrower or such Restricted Subsidiary in any material respect than could be obtained as it would obtain in a comparable transaction on an arm’s-length basis from unrelated third partiestransaction with a Person that is not an Affiliate (as determined in good faith by the Borrower); provided that the foregoing restrictions shall not apply to: (a) the payment of customary fees for management, providedmonitoring, that in the case of any such transaction (or series of related transactions) involving aggregate consideration consulting, advisory, underwriting, placement and financial services rendered to any party in excess of $5,000,000Holdings, the Borrower shall provide the Administrative Agent with a fairness opinion from a financial advisor of nationally recognized standing as and its Restricted Subsidiaries and customary investment banking fees paid for services rendered to the fairness Holdings, the Borrower and its Restricted Subsidiaries in connection with divestitures, acquisitions, financings and other transactions, whether or not consummated, (b) transactions permitted by Section 10 (other than Section 10.6(m) and any provision of such transaction Section 10 permitting transactions by reference to the Loan Parties;Section 9.9), (c) the Transactions and the payment of fees and expenses made in connection with the Transactions as required by the Acquisition AgreementTransaction Expenses, (d) the payment issuance of any Management Fees, (e) issuances of Equity Interests Stock or Stock Equivalents of the Borrower to the extent otherwise not prohibited by this Agreement, (f) employment and severance arrangements between the Borrower and its Subsidiaries and their respective officers and employees in the ordinary course of business or otherwise required by the documents governing the Transactions (including loans and advances to the extent constituting permitted Investments), (g) any transaction pursuant to any arrangement existing as of the Closing Date and set forth on Schedule 6.08, (h) 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, consultants and employees of Holdings (or any direct or indirect parent thereof)) to the management of the Borrower (or any direct or indirect parent thereof) or any Subsidiary of the Borrower in connection with the Transactions or pursuant to arrangements described in clause (f) of this Section 9.9, (e) loans, advances and other transactions between or among the Borrower, any Subsidiary of the Borrower or any joint venture (regardless of the form of legal entity) in which the Borrower or any Subsidiary of the Borrower has invested (and which Subsidiary or joint venture would not be an Affiliate of the Borrower but for the Borrower’s or such Subsidiary’s Subsidiary ownership of Stock or Stock Equivalents in such joint venture or Subsidiary) to the extent permitted under Section 10, (f) (i) employment, consulting and severance arrangements between the Borrower and its the Restricted Subsidiaries (or any direct or indirect parent of the Borrower) and their respective officers, employees, directors or consultants in the ordinary course of business (including payments, loans and advances in connection therewith) and (ii) issuances of securities, or other payments, awards or grants in cash, securities or otherwise and other transactions pursuant to any equityholder, employee or director equity plan or stock or other equity option plan or any other management or employee benefit plan or agreement, other compensatory arrangement or any stock or other equity subscription, co-invest or equityholder agreement, (g) payments (i) by the Borrower and the Subsidiaries of the Borrower to any direct or indirect parent of the Borrower in an amount sufficient so as to allow any direct or indirect parent of the Borrower to make when due (but without regard to any permitted deferral on account of financing agreements) any payment pursuant to any Shared Services and Tax Agreements and (ii) by the Borrower (and any direct or indirect parent thereof) and the Subsidiaries of the Borrower pursuant to the Shared Services and Tax Agreements among the Borrower (and any such parent) and the Subsidiaries of the Borrower, to the extent attributable to the ownership or operation of the Borrower and its Subsidiaries; provided that solely in the case of the payment of Taxes of the type described in Section 10.6(d)(i) under a Shared Services and Tax Agreement (and in lieu of making a dividend thereunder as contemplated by Section 10.6(d)(i)) and not (for the avoidance of doubt) for purposes of payments under the Tax Receivable Agreement and the Tax Matters Agreement (as defined in the Existing Plan), the amount of such payments shall not exceed the amount permitted to be paid as dividends or distributions under Section 10.6(d)(i), (h) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers and employees of the Borrower (or, to the extent attributable to the ownership of the Borrower and its Restricted Subsidiaries, any direct or indirect parent thereof) and the Subsidiaries of the Borrower, (i) the payment of indemnities and reasonable expenses incurred by the Permitted Holders and their Affiliates in connection with services provided to the Borrower (or any direct or indirect parent thereof), or any of the Subsidiaries of the Borrower, (j) the issuance of Stock or Stock Equivalents (other than Disqualified Stock) of the Borrower (or any direct or indirect parent thereof) to Holdings, any Permitted Holder or to any director, officer, employee or consultant, (k) any customary transactions with a Receivables Entity effected as part of a Permitted Receivables Facility Financing and any customary transactions with a Securitization Subsidiary effected as part of a Qualified Securitization Financing, (l) the performance of any and all obligations pursuant to the Shared Services and Tax Agreements (provided that payment obligations shall be subject to Section 9.9(g)) and other ordinary course transactions under the intercompany cash management systems with Specified Affiliates and subleases of property from any Specified Affiliate to the Borrower or any of the Restricted Subsidiaries, (m) transactions pursuant to permitted agreements in existence on the Closing Date and, to the extent each such transaction is valued in excess of $15,000,000, set forth on Schedule 9.9 or any amendment, modification, supplement, replacement, extension, renewal or restructuring thereto to the extent such an amendment, modification, supplement, replacement, extension renewal or restructuring (together with any other amendment or supplemental agreements) is not materially adverse, taken as a whole, to the Lenders (in the good faith determination of the Borrower), (n) transactions in which Holdings (or any indirect parent of the Borrower), the Borrower or any Restricted Payments Subsidiary, as the case may be, delivers to the Administrative Agent a letter from an Independent Financial Advisor stating that such transaction is fair to the Borrower or such Restricted Subsidiary from a financial point of view or meets the requirements of Section 9.9, (o) the existence and performance of agreements and transactions with any Unrestricted Subsidiary or Excluded Project Subsidiary that were entered into prior to the designation of a Restricted Subsidiary as such Unrestricted Subsidiary or Excluded Project Subsidiary to the extent that the transaction was permitted under Section 6.07at the time that it was entered into with such Restricted Subsidiary and transactions entered into by an Unrestricted Subsidiary or Excluded Project Subsidiary with an Affiliate prior to the redesignation of any such Unrestricted Subsidiary or Excluded Project Subsidiary as a Restricted Subsidiary; provided that (i) such transaction was not entered into in contemplation of such designation or redesignation, as applicable, and (ii) in the case of an Excluded Project Subsidiary, such agreements and transactions comply with the requirements of the definitions of “Non-Recourse Subsidiary” and “Non-Recourse Debt”, (p) Affiliate repurchases of the Loans or Commitments to the extent permitted hereunder and the payments and other transactions reasonably related thereto, (q) (i) investments by Permitted Holders in securities of the Borrower or any Restricted Subsidiary (and payment of reasonable out-of-pocket expenses incurred by such Permitted Holders in connection therewith) so long as the investment is being offered by the Borrower or such Restricted Subsidiary generally to other investors on the same or more favorable terms, and (ii) payments to Permitted Holders in respect of securities or loans of the Borrower or any Restricted Subsidiary contemplated in the foregoing clause (i) or that were acquired from Persons other than the Borrower and the Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans; provided, that with respect to securities of the Borrower or any Restricted Subsidiary contemplated in clause (i) above, such investment constitutes less than 10% of the proposed or outstanding issue amount of such class of securities, and (r) transactions constituting any part of a Permitted Reorganization or an IPO Reorganization Transaction.

Transactions with Affiliates. Sell Enter into any transaction of any kind with any Affiliate of the Borrower, whether or transfer any property not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or assets tosuch Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, or purchase or acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except except (a) transactions between or among Loan Parties, and ; (b) transactions between or among Restricted Subsidiaries that are not Loan Parties; (c) loans or advances to officers, directors and employees permitted under Section 8.7; (d) the payment of reasonable fees to directors of the Borrower or any Restricted Subsidiary may engage who are not employees of the Borrower or any Restricted Subsidiary, and compensation, employment, termination and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of any Group Member, each in the ordinary course of business, provided that any transactions payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (i) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (ii) any repurchases of any issuances, awards or grants issued pursuant to clause (i), in each case, to the extent permitted by Section 8.6; (f) employment arrangements entered into in the ordinary course of business at prices and on terms and conditions (taken as a whole) not less favorable to between the Borrower or such any Restricted Subsidiary in and any material respect than could be obtained in a comparable transaction on an arm’s-length basis from unrelated third parties, provided, that in the case of any such transaction (or series of related transactions) involving aggregate consideration to any party in excess of $5,000,000, the Borrower shall provide the Administrative Agent with a fairness opinion from a financial advisor of nationally recognized standing as to the fairness of such transaction to the Loan Parties; (c) the Transactions and the payment of fees and expenses made in connection with the Transactions as required by the Acquisition Agreement, (d) the payment of any Management Fees, (e) issuances of Equity Interests of the Borrower to the extent otherwise not prohibited by this Agreement, (f) employment and severance arrangements between the Borrower and its Subsidiaries and their respective officers and employees in the ordinary course of business or otherwise required by the documents governing the Transactions (including loans and advances to the extent constituting permitted Investments), employee thereof; (g) any transaction pursuant to any arrangement existing as of the Closing Date and set forth on Schedule 6.08, Restricted Payment permitted by Section 8.6; (h) 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, consultants and employees of Holdings (or any direct or indirect parent thereof), the Borrower and its Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Subsidiaries, Acquisition; (i) any Restricted Payments pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 6.078.3(aa) and payments and distributions of amounts therefrom and (k) transactions contemplated by any Permitted Foreign Receivables Facility documents.

Transactions with Affiliates. Sell The Borrower will conduct, and cause each of the Restricted Subsidiaries to conduct, all transactions involving aggregate payments or transfer any property or assets to, or purchase or acquire any property or assets from, or otherwise engage consideration in any other transactions with, excess of $10,000,000 with any of its Affiliates, except Affiliates (a) transactions between or among Loan Parties, and (b) other than the Borrower and the Restricted Subsidiaries or any entity that becomes a Restricted Subsidiary may engage in any transactions in the ordinary course as a result of business at prices and such transaction) on terms and conditions (taken that are substantially as a whole) not less favorable to the Borrower or such Restricted Subsidiary in any material respect than could be obtained as it would obtain at the time in a comparable transaction on an arm’s-length basis from unrelated third partiestransaction with a Person that is not an Affiliate, provided, that in as determined by the case board of any such transaction (directors or series managers of related transactions) involving aggregate consideration to any party in excess of $5,000,000, the Borrower or such Restricted Subsidiary in good faith; provided that the foregoing restrictions shall provide the Administrative Agent with a fairness opinion from a financial advisor of nationally recognized standing as to the fairness of such transaction to the Loan Parties;not apply to: (ca) the Transactions and the payment of fees and expenses made Transaction Expenses, (b) the issuance of Stock or Stock Equivalents of the Borrower (or any direct or indirect parent thereof) to the Co-Investors or the management of the Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries in connection with the Transactions as required or pursuant to arrangements described in clauses (f) and (k) below, 715000788 12406500715000788 12406500 (c) equity issuances, repurchases, retirements, redemptions or other acquisitions or retirements of Stock or Stock Equivalents by the Acquisition AgreementBorrower (or any direct or indirect parent thereof) permitted under Section 10.6, (d) the payment of indemnities and reasonable expenses incurred by the Co-Investors and their Affiliates in connection with management or monitoring or the provision of other services rendered to the Borrower (or any Management Feesparent entity thereof) or any of its Subsidiaries, (e) issuances loans, advances and other transactions between or among the Borrower, any Subsidiary or any joint venture (regardless of Equity Interests the form of legal entity) in which the Borrower or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the Borrower or such Subsidiary, but for the Borrower’s or such Subsidiary’s ownership of Stock or Stock Equivalents in such joint venture or such Subsidiary) to the extent otherwise not prohibited by this Agreementpermitted under Section 10, (f) employment and severance arrangements and health, disability and similar insurance or benefit plans between the Borrower (or any direct or indirect parent thereof) and its the Subsidiaries and their respective officers directors, officers, employees or consultants (including management and employees employee benefit plans or agreements, subscription agreements or similar agreements pertaining to the repurchase of Stock or Stock Equivalents pursuant to put/call rights or similar rights with current or former employees, officers, directors or consultants and equity option or incentive plans and other compensation arrangements) in the ordinary course of business or as otherwise required approved by the documents governing board of directors or managers of the Transactions Borrower (including loans and advances to the extent constituting permitted Investmentsor any direct or indirect parent thereof), (g) any transaction pursuant to any arrangement existing as of the Closing Date and set forth on Schedule 6.08, (h) the payment of customary fees and reasonable out-of-out of pocket costs to, and indemnities provided on behalf of, members of the board of directors, officersmanagers, consultants consultants, officers and employees of Holdings the Borrower (or any direct or indirect parent thereof), the Borrower Co-Investors and its the Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of, or in connection with any services provided to, the Borrower and the Subsidiaries, (h) transactions pursuant to agreements in existence on the Closing Date and set forth on Schedule 9.9 or any amendment thereto to the extent such an amendment is not adverse, taken as a whole, to the Lenders in any material respect, (i) Dividends, redemptions, repurchases and other actions permitted under Section 10.6 and Section 10.7, (j) customary payments (including reimbursement of fees and expenses) by the Borrower and any Subsidiaries to the Co-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, whether or not consummated), which payments are approved by the majority of the members of the board of directors or managers or a majority of the disinterested members of the board of directors or managers of the Borrower (or any direct or indirect parent thereof), in good faith, (k) any issuance of Stock or Stock Equivalents or other payments, awards or grants in cash, securities, Stock, Stock Equivalents or otherwise pursuant to, or the funding of, employment arrangements, equity options and equity ownership plans approved by the board of directors or board of managers of the Borrower (or any direct or indirect parent thereof), (l) transactions with joint ventures for the purchase or sale of goods, equipment and services entered into in the ordinary course of business and in a manner consistent with prudent business practice followed by companies in the industry of the Borrower and its Subsidiaries, 715000788 12406500715000788 12406500 (im) payments by the Borrower (or any Restricted Payments permitted direct or indirect parent thereof) and the Subsidiaries pursuant to tax sharing agreements among the Borrower (and any such parent) and the Subsidiaries on customary terms; provided that payments by Borrower and the Subsidiaries under any such tax sharing agreements shall not exceed the excess (if any) of the amount they would have paid on a standalone basis over the amount they actually pay directly to Governmental Authorities, (n) sales or conveyances of net profits interests for cash at Fair Market Value allowed under Section 6.07.10.4 and

Transactions with Affiliates. Sell None of Holdings, the Borrower or transfer any other Restricted Subsidiary will, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or assets tothe rendering of any service) with any Affiliate of Holdings, the Borrower or purchase or acquire any property or assets from, or otherwise engage such Restricted Subsidiary in excess of the greater of (i) $7,000,000 and (ii) 10% of Consolidated Adjusted EBITDA for the then most recently ended Test Period on terms that are less favorable in any material respect to Holdings, the Borrower or such other transactions withRestricted Subsidiary, any of its Affiliatesas the case may be, exceptthan those that would prevail in an arm’s-length transaction with unrelated third parties (as determined in good faith by the Borrower); provided that the foregoing restriction shall not apply to: (a) transactions between or among Loan Parties, and (b) the Borrower Credit Parties or their Restricted Subsidiaries or any other Person that becomes a Restricted Subsidiary may engage in any transactions in the ordinary course of business at prices and on terms and conditions (taken as a whole) not less favorable to the Borrower or such Subsidiary in any material respect than could be obtained in a comparable transaction on an arm’s-length basis from unrelated third parties, provided, that in the case of any such transaction (or series of related transactions) involving aggregate consideration to any party in excess of $5,000,000, the Borrower shall provide the Administrative Agent with a fairness opinion from a financial advisor of nationally recognized standing as to the fairness result of such transaction to the Loan Partiestransaction, not involving any other Affiliate; (ci) the Transactions and the payment of fees and expenses made in connection with the consummation of the Transactions as and (ii) transactions required by the Acquisition or expressly permitted under this Agreement,; 1095171012\7\AMERICAS (c) any Restricted Payment or Restricted Debt Prepayment permitted under Section 6.4; (d) the payment issuances by Holdings of any Management Fees,Equity Interests (other than Disqualified Equity Interests) and receipt by Holdings of capital contributions; (e) issuances of Equity Interests of the Borrower to the extent otherwise not prohibited by this Agreement, (f) employment employment, compensation, bonus, incentive, retention and severance arrangements and health, disability and similar insurance or benefit plans or other benefit arrangements between Holdings, any Parent, the Borrower and its or any of the other Subsidiaries and their respective officers future, current or former officers, directors, employees, managers, partners, consultants or independent contractors (including management and employees employee benefit plans or agreements, subscription agreements or similar agreements pertaining to the repurchase of Equity Interests pursuant to put/call rights or similar rights with future, current or former officers, directors, employees, managers, partners, consultants or independent contractors and stock option or incentive plans and other compensation arrangements) in the ordinary course of business or as otherwise required approved by the documents board of directors (or other similar governing body) of Holdings, any Parent, the Transactions (including loans and advances to the extent constituting permitted Investments),Borrower or any other Restricted Subsidiary; (gf) any transaction pursuant to any arrangement existing as of the Closing Date and set forth on Schedule 6.08, (h) the payment of customary fees and reasonable indemnities to and reimbursement of out-of-pocket costs toand expenses of any future, and indemnities provided on behalf ofcurrent or former officers, members of the board of directors, officers, consultants and employees of Holdings (or any direct or indirect parent thereof)Holdings, the Borrower and the other Restricted Subsidiaries (and, to the extent attributable to the operations or ownership of Holdings, the Borrower and the other Restricted Subsidiaries, to any Parent) entered into in the ordinary course of business; (g) Investments permitted by Section 6.6; (h) the agreements set forth on Schedule 6.10 or any amendment, modification, replacement, renewal or extension of to any such agreement to the extent that the resulting agreement, taken as a whole, is not adverse to the Lenders in any material respect; (i) transactions with a Receivables Subsidiary in connection with a Permitted Securitization permitted under Section 6.1(u); (j) transactions between Holdings, the Borrower or any other Restricted Subsidiary and any Person that is an Affiliate solely due to the fact that a director of such Person is also a director of Holdings, any Parent, the Borrower or any other Subsidiary, provided that such director abstains from voting as a director of Holdings, such Parent, the Borrower or such other Subsidiary, as the case may be, on any matter involving such other Person; (k) payment of out-of-pocket costs and expenses relating to registration rights and indemnities provided to Persons holding Equity Interests in Holdings or any Parent pursuant to any registration rights agreement entered into after the Closing Date; (l) transactions in which Holdings, the Borrower or any other Restricted Subsidiary, as the case may be, delivers to the Administrative Agent a letter from an accounting, appraisal, investment banking firm or consultant of nationally recognized standing that is, in the good faith judgment of the Borrower, qualified to perform the task for which it has been engaged and that is independent of Holdings and its Subsidiaries Affiliates stating that such transaction meets the requirements of this Section 6.10; (m) (i) transactions with customers, clients, joint venture partners, suppliers or purchasers or sellers for the purchase or sale of goods, equipment, products, parts and services entered into in the ordinary course of business and (ii) other transactions with non-wholly-owned Subsidiaries, joint ventures or VIEs in the ordinary course of business consistent with past practices; and 1095171012\7\AMERICAS (n) to the extent attributable to the ownership or operation of permitted by Sections 6.4 and 6.6, payments by Holdings, the Borrower and its Subsidiariesthe other Restricted Subsidiaries pursuant to any tax sharing agreements among any of Holdings, (i) the Borrower or any other Restricted Payments permitted under Section 6.07Subsidiary.

Transactions with Affiliates. Sell Enter into any transaction of any kind with any Affiliate of the Borrower, whether or transfer any property not in the ordinary course of business, on terms that are materially less favorable to the Borrower or assets tosuch Restricted Subsidiary than would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, or purchase or acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except except (a) transactions between or among Loan Parties, and ; (b) transactions between or among Restricted Subsidiaries that are not Loan Parties; (c) loans or advances to officers, directors and employees permitted under Section 7.7; (d) the payment of reasonable fees to directors of the Borrower or any Restricted Subsidiary may engage who are not employees of the Borrower or any Restricted Subsidiary, and compensation, employment, termination and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of any Group Member, each in the ordinary course of business, provided, that any transactions payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 7.7(t); (e) (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 and (ii) any repurchases of any issuances, awards or grants issued pursuant to clause (i), in each case, to the extent permitted by Section 7.6; (f) employment arrangements entered into in the ordinary course of business at prices between the Borrower or any Restricted Subsidiary and on any employee thereof; (g) any Restricted Payment permitted by Section 7.6; (h) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (i) the provision of cash collateral permitted under Section 7.3 and payments and distributions of amounts therefrom; (j) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services or providers of employees or other labor, in each case in the ordinary course of business and otherwise in compliance with the terms and conditions (taken as a whole) not less favorable of this Agreement that are fair to the Borrower or such Subsidiary in any material respect than could be obtained in a comparable transaction on an arm’s-length basis from unrelated third partiesthe Restricted Subsidiaries, provided, that in the case reasonable determination of the members of the Board of Directors of the Borrower 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 Person; and (k) any such transaction (or series of related transactions) involving aggregate consideration to any party in excess of $5,000,000, the Borrower shall provide the Administrative Agent with a fairness opinion from a financial advisor of nationally recognized standing as to the fairness of such transaction to the Loan Parties; (c) the Transactions and the payment of fees and expenses made in connection with the Transactions as required by the Acquisition Agreement, (d) the payment of any Management Fees, (e) issuances of Equity Interests an Affiliate of the Borrower involving consideration of an amount equal to the extent otherwise not prohibited by this Agreement, (f) employment and severance arrangements between the Borrower and its Subsidiaries and their respective officers and employees in the ordinary course of business or otherwise required by the documents governing the Transactions (including loans and advances to the extent constituting permitted Investments), (g) any transaction pursuant to any arrangement existing as of the Closing Date and set forth on Schedule 6.08, (h) 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, consultants and employees of Holdings (or any direct or indirect parent thereof), the Borrower and its Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Subsidiaries, (i) any Restricted Payments permitted under Section 6.07less than $5,000,000.

Transactions with Affiliates. Sell Enter into any transaction, including, without limitation, the purchase, sale or transfer any exchange of property or assets tothe rendering of any services, or purchase or acquire with any property or assets from, or otherwise engage in any other transactions with, any of its AffiliatesAffiliate, except: (a) transactions between or among Loan Parties, and (b) the Borrower or any Subsidiary may engage in any transactions in the ordinary course of business at prices and on terms and conditions (taken as a whole) not materially less favorable to the Borrower Company or such Subsidiary in any material respect than could be obtained in a comparable transaction on an arm’s-length basis from unrelated third parties, provided, a Person that in is not an Affiliate for a comparable transaction; (b) transactions between or among the case of any such transaction Company and its Subsidiaries (or series an entity that becomes a Subsidiary of related transactions) involving aggregate consideration to any party in excess of $5,000,000, the Borrower shall provide the Administrative Agent with Company as a fairness opinion from a financial advisor of nationally recognized standing as to the fairness result of such transaction to the Loan Partiestransaction) (or any combination thereof); (c) the Transactions and the payment of fees to directors of the Company or any of its Subsidiaries, and expenses made compensation, out-of-pocket expense reimbursement and indemnification (including the provision of directors and officers insurance) of, and other employment agreements and arrangements, employee benefit plans and stock incentive plans paid to, future, present or past directors, officers, managers and employees of the Company or any of its Subsidiaries, in connection with each case in the Transactions as required by the Acquisition Agreement,ordinary course of business; (d) transactions undertaken in good faith for the payment purpose of any Management Fees,improving the overall tax efficiency of the Company and its Subsidiaries; (e) issuances of Equity Interests of the Borrower loans, advances and other transactions to the extent otherwise not prohibited permitted by the terms of this Agreement,, including without limitation any Restricted Payment permitted by Section 6.14 and transactions permitted by Sections 6.03, 6.04 and 6.08; (f) employment issuances of Capital Stock to Affiliates and severance arrangements between the Borrower registration rights associated therewith; (g) transactions associated with the relocation expenses of officers of the Company in the ordinary course of business; (h) transactions pursuant to agreements in effect on the Effective Date (together with any amendments, restatements, extensions, replacements or other modifications thereto that are not materially adverse to the interests of the Lenders in their capacities as such); (i) transactions with joint ventures for the purchase or sale of property or other assets and its Subsidiaries and their respective officers and employees services entered into in the ordinary course of business and investments in joint ventures; (j) transactions approved by a majority of Disinterested Directors of the Company or otherwise required of the applicable Subsidiary in good faith; (k) transactions with a Receivables Subsidiary in connection with any Receivables Purchase Facilities permitted by this Agreement; and (l) any transactions or series of related transactions with respect to which the aggregate consideration paid, or fair market value of property Disposed of, by the documents governing the Transactions (including loans and advances to the extent constituting permitted Investments), (g) any transaction pursuant to any arrangement existing as of the Closing Date and set forth on Schedule 6.08, (h) 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, consultants and employees of Holdings (or any direct or indirect parent thereof), the Borrower Company and its Subsidiaries is less than $5,000,000. For the avoidance of doubt, transactions with the Charitable Foundation shall in the ordinary course of business no event be considered to the extent attributable to the ownership or operation of the Borrower and its Subsidiaries, (i) any Restricted Payments permitted under Section 6.07be transactions with an Affiliate.

Transactions with Affiliates. Sell or transfer Enter into any property or assets totransaction, or purchase or acquire any property or assets fromincluding, or otherwise engage in any other transactions withwithout limitation, any purchase, sale, lease or exchange of its AffiliatesProperty (including by way of Division), except the rendering of any service or the payment of any management, advisory or similar fees, with any Affiliate (a) transactions between or among Loan Parties, and (b) other than the Borrower or any Subsidiary may engage in any transactions other Loan Party or in the ordinary course case of business at prices any Excluded Subsidiary, any other Excluded Subsidiary) unless such transaction is (a) otherwise permitted under this Agreement, and on (b) upon fair and reasonable terms and conditions (taken as a whole) not no less favorable to the Borrower or such Subsidiary in any material respect Subsidiary, as the case may be, than could be obtained it would obtain in a comparable arm’s length transaction on with a Person that is not an arm’s-length basis from unrelated third partiesAffiliate, provided, that except for transactions permitted by the following sentence. This Section 7.08 shall not apply to the following transactions: (i) any employment agreement entered into by the Borrower or any of its Subsidiaries in the case Ordinary Course of any such transaction Business and consistent with past practices, (or series of related transactionsii) involving aggregate consideration to any party in excess of $5,000,000, the Borrower shall provide the Administrative Agent with a fairness opinion from a financial advisor of nationally recognized standing as to the fairness of such transaction to the Loan Parties; (c) the Transactions and the payment of reasonable directors’ fees and expenses made in connection with the Transactions as required by the Acquisition Agreement, to Persons, (diii) the payment of any Management Fees, (e) issuances sales of Equity Interests of the Borrower to Affiliates of the extent Borrower, (iv) any Restricted Payment otherwise not prohibited by this Agreement, permitted under Section 7.06, (fv) employment indemnification agreements with, and severance arrangements between payments made, to officers, directors, and employees of the Borrower and its Subsidiaries and their respective officers and employees in the ordinary course of business or otherwise required by the documents governing the Transactions (including loans and advances to the extent constituting permitted Investments), (g) any transaction Subsidiary pursuant to charter, bylaw, statutory, or contractual provisions, (vi) the performance of obligations of the Borrower or any arrangement existing Subsidiary under the terms of any agreement to which the Borrower or any Subsidiary is a party as of the Closing Date and that is set forth on Schedule 6.08, 7.08, and any amendments, modifications, supplements, extensions, or renewals of such agreements; provided that any such amendments, modifications, supplements, extensions, or renewals of such agreements are not materially more disadvantageous, taken as a whole, to the Administrative Agent and the Lenders than the terms of such agreements as in effect on the Closing Date, (hvii) the payment any issuance of customary fees and reasonable out-of-pocket costs securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, and indemnities provided on behalf or the funding of, members of employment arrangements or stock option or stock ownership plans approved by the board of directorsdirectors of the Borrower, officers(viii) loans or advances to employees in the Ordinary Course of Business and consistent with past practices, consultants and employees of Holdings but in any event not to exceed $2,000,000 in the aggregate outstanding at any one time, (ix) any transaction in which the Borrower or any direct of its Subsidiaries, as the case may be, delivers to the Administrative Agent a letter from an accounting, appraisal or indirect parent thereof)investment banking firm of national standing stating that such transaction is fair to the Borrower or such Subsidiary from a financial point of view or that such transaction meets the requirements of the first sentence of this paragraph, (x) dividends and distributions to the Borrower and its Subsidiaries in the ordinary course by any Affiliate, (xi) (a) guarantees of business to the extent attributable to the ownership or operation of performance by the Borrower and its SubsidiariesSubsidiaries of Subsidiaries in the Ordinary Course of Business, except for guarantees of Indebtedness; (ixii) any Restricted Payments permitted under Section 6.07transaction where the only consideration paid by the Borrower or Subsidiary is Equity Interests of the Borrower (other than Disqualified Stock); (xiii) transactions contemplated hereunder and by the other Loan Documents; (xiv) transactions contemplated by or to effectuate the Plan of Reorganization; and (xv) transactions required to consummate the Specified Permitted Reorganization.

Transactions with Affiliates. Sell or transfer Solely during a Secured Covenants Period, the Borrower shall not, nor shall it permit any property or assets Restricted Subsidiary to, enter into any contract, agreement or purchase or acquire any property or assets from, or otherwise engage in any other transactions with, business arrangement with any of its Affiliates, except Affiliates (a) transactions other than between or among Loan Parties, and (b) the Borrower or and/or its Restricted Subsidiaries including any entity that becomes a Restricted Subsidiary may engage in any transactions in the ordinary course as a result of business at prices and such transaction), except on terms and conditions (taken as a whole) that are not materially less favorable to the Borrower or such Restricted Subsidiary in any material respect than could be as would have been obtained in a comparable transaction on an arm’s-length basis from unrelated third parties, provided, that in the case of any such transaction (or series of related transactions) involving aggregate consideration to any party in excess of $5,000,000, the Borrower shall provide the Administrative Agent with a fairness opinion from a financial advisor Person that is not an Affiliate; provided that the foregoing restrictions shall not apply to: (a) individual transactions with an aggregate value of nationally recognized standing as to the fairness of such transaction to the Loan Partiesless than $30 million; (b) transactions permitted by Sections 6.17 and 6.18; (c) the Transactions and the payment issuance of fees and expenses made in connection with the Transactions as required by the Acquisition Agreement, (d) the payment of any Management Fees, (e) issuances 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 otherwise not prohibited by permitted under this Agreement,Article 6; (fd) employment and severance arrangements and health, disability and similar insurance or benefit plans between the Borrower and its the Restricted Subsidiaries and 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 employees stock option or incentive plans and other compensation arrangements) in the ordinary course of business or as otherwise required approved by the documents board of directors (or similar governing body) of the Transactions (including loans and advances to the extent constituting permitted Investments),Borrower; (g) any transaction pursuant to any arrangement existing as of the Closing Date and set forth on Schedule 6.08, (he) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, members of the board of directors, officersmanagers, consultants consultants, officers and employees of Holdings (or any direct or indirect parent thereof), the Borrower and its the Restricted Subsidiaries in the ordinary course of business business; (f) transactions with joint ventures for the purchase and sale of goods, equipment or services or use of equipment or services entered into in the ordinary course of business; (g) transactions pursuant to any binding agreement or commitment or executed agreement in existence on the Amendment No. 7 Effective Date as set forth on Schedule 6.11 and any amendment thereto to the extent attributable such an amendment is not adverse, taken as a whole, to the ownership or operation of Lenders in any material respect as compared to the applicable agreement as in effect on the Amendment No. 7 Effective Date; (h) [reserved]; (i) loans and other transactions among the Borrower and its SubsidiariesSubsidiaries 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) the Transactions; (l) payments to or from, and any transactions (including without limitation, any cash management activities related thereto) with, (ix) Flash Partners Ltd., Flash Alliance Ltd., Flash Forward Ltd. or any other joint venture with Toshiba Corporation or Toshiba Memory Corporation (or any of their 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 customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement, 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 favorable as might reasonably have been obtained at such time from an unaffiliated party; and (n) any Restricted Payments permitted under Section 6.07other transaction with an Affiliate, which is approved by a majority of disinterested members of the board of directors (or equivalent governing body) of the Borrower in good faith.

Transactions with Affiliates. Sell Enter into any transaction of any kind with any Affiliate of the Borrower, involving consideration in excess of $5,000,000, whether or transfer any property or assets tonot in the ordinary course of business, or purchase or acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, exceptthan: (a) transactions between or among Loan Parties, andthe Borrower or any Restricted Subsidiary or any entity that becomes a Restricted Subsidiary as a result of such transaction; (b) the Borrower or any Subsidiary may engage in any transactions in the ordinary course of business at prices and on terms and conditions (taken as a whole) not less favorable to the Borrower or such Restricted Subsidiary in any material respect than could as would be obtained obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable transaction on an arm’s-length basis from unrelated third parties, provided, that in the case of any such transaction (or series of related transactions) involving aggregate consideration to any party in excess of $5,000,000, the Borrower shall provide the Administrative Agent with a fairness opinion from a financial advisor of nationally recognized standing as to the fairness of such transaction to the Loan PartiesPerson other than an Affiliate; (c) the Transactions Transaction and the payment of fees and expenses made in connection with related to the Transactions as required by the Acquisition Agreement,Transaction; (d) equity issuances, repurchases, redemptions, retirements or other acquisitions or retirements of Equity Interests by the payment of Borrower or any Management Fees,Restricted Subsidiary permitted under Section 7.06; (e) issuances of Equity Interests of loans, Investments and other transactions by and among the Borrower and/or one or more Subsidiaries and joint ventures to the extent otherwise not prohibited by permitted under this Agreement,Article VII; (f) employment and severance arrangements between the Borrower and or any of its Subsidiaries and their respective officers and employees in the ordinary course of business or otherwise required as determined in good faith by the documents governing board of directors or senior management of the Transactions (including loans relevant Person and advances transactions pursuant to the extent constituting permitted Investments),stock option plans and employee benefit plans and arrangements; (g) any transaction pursuant to any arrangement existing as of the Closing Date and set forth on Schedule 6.08, (h) the payment of customary fees and reasonable out-of-out of pocket costs to, and indemnities provided on behalf of, members of the board of directors, officers, employees and consultants and employees of Holdings (or any direct or indirect parent thereof), the Borrower and its Restricted Subsidiaries in the ordinary course of business business; (h) transactions pursuant to permitted agreements in existence on the Closing Date and set forth on Schedule 7.08 or any amendment thereto to the extent attributable such an amendment is not adverse to the ownership or operation of the Borrower and its Subsidiaries, Lenders in any material respect; (i) any Restricted dividendsRestricted Payments permitted under Section 6.077.06; and (a) the issuance of Equity Interests of the Borrower, including the issuance of such Equity Interests to any officer, director, employee or consultant of the Borrower or any of its Subsidiaries.; and (b) any transaction between any Foreign Subsidiary and any Employee pursuant to any Foreign Subsidiary Employee Plan.

Transactions with Affiliates. Sell Enter into, renew, extend or transfer be a party to any property transaction of any kind with any Affiliate of any Loan Party, whether or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions between or among Loan Parties, and (b) the Borrower or any Subsidiary may engage in any transactions not in the ordinary course of business at prices business, other than on fair and on reasonable terms and conditions (taken as a whole) not whole no less favorable to the Borrower Loan Parties or such Subsidiary in any material respect than could as would be obtained obtainable by the Loan Parties or such Subsidiary at the time in a comparable arm’s length transaction on an arm’s-length basis from unrelated third parties, provided, that in the case of any such transaction (or series of related transactions) involving aggregate consideration to any party in excess of $5,000,000, the Borrower shall provide the Administrative Agent with a fairness opinion from Person other than an Affiliate, provided that the foregoing restriction shall not apply to (a) a financial advisor of nationally recognized standing as to the fairness of such transaction to between or among the Loan Parties; , (b) transactions described on Schedule 7.09 hereto; provided, however, that the foregoing exception shall not apply to any lease of real property with an Affiliate of a Loan Party described on Schedule 7.09 hereto, (c) the Transactions advances for commissions, travel and the payment of fees and expenses made in connection with the Transactions as required by the Acquisition Agreement, (d) the payment of any Management Fees, (e) issuances of Equity Interests of the Borrower to the extent otherwise not prohibited by this Agreement, (f) employment and severance arrangements between the Borrower and its Subsidiaries and their respective officers and employees in the ordinary course of business or otherwise required by the documents governing the Transactions (including loans and advances to the extent constituting permitted Investments), (g) any transaction pursuant to any arrangement existing as of the Closing Date and set forth on Schedule 6.08, (h) 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, consultants and employees of Holdings (or any direct or indirect parent thereof), the Borrower and its Subsidiaries other similar purposes in the ordinary course of business to directors, officers and employees, (d) the extent attributable issuance of Equity Interests in the Parent or other payments, awards, 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 Parent) to the ownership any officer, director, employee or operation consultant of the Borrower Parent or any of its Subsidiaries in all instances in the ordinary course of business of the Parent and the Borrower, (e) 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 Parent or any of its Subsidiaries, (if) any issuances of securities of the Parent (other than Disqualified Stock and other Equity Interests 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 Parent of the Parent or any of its Subsidiaries), (g) Restricted Payments permitted by Section 7.06, (h) Investments between the Loan Parties, to the extent permitted under Section 6.077.02, and (i) the incurrence of Indebtedness between Loan Parties, to the extent permitted by Section 7.03.

Transactions with Affiliates. Sell No Loan Party will, nor will it permit any Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except except (a) transactions between or among Loan Parties, and that (bi) the Borrower or any Subsidiary may engage in any transactions are in the ordinary course of business and (ii) are at prices and on terms and conditions (taken as a whole) not less favorable to the Borrower such Loan Party or such Subsidiary in any material respect than could be obtained in a comparable transaction on an arm’s-length basis from unrelated third parties, provided, that in the case of any such transaction (b) transactions between or series of related transactions) involving aggregate consideration to any party in excess of $5,000,000, the Borrower shall provide the Administrative Agent with a fairness opinion from a financial advisor of nationally recognized standing as to the fairness of such transaction to the Loan Parties; (c) the Transactions and the payment of fees and expenses made in connection with the Transactions as required by the Acquisition Agreement, (d) the payment of any Management Fees, (e) issuances of Equity Interests of the Borrower to the extent otherwise not prohibited by this Agreement, (f) employment and severance arrangements between among the Borrower and its Subsidiaries and their respective officers and employees in the ordinary course of business or otherwise required between or among Subsidiaries not involving any other Affiliate, (c) any investment permitted by the documents governing the Transactions Section 6.04, (including d) any Indebtedness permitted under Section 6.01, (e) any Restricted Payment permitted by Section 6.08, (f) loans and or advances to the extent constituting employees permitted Investmentsunder Section 6.04(f), , (g) any transaction pursuant to any arrangement existing as of the Closing Date and set forth on Schedule 6.08, (h) 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 reasonable out-of-pocket costs compensation and employee benefit arrangements paid to, and indemnities provided on behalf for the benefit of, members directors, officers or employees of the board of directors, officers, consultants and employees of Holdings (Borrower or any direct or indirect parent thereof), the Borrower and its Subsidiaries in the ordinary course of business business, (h) 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, (i) transactions permitted by Section 6.03, (j) transactions involving the sale of Borrower’s Equity Interests or bridge financings, (k) the performance by the Borrower of its obligations under the Amended and Restated Investor Rights Agreement, dated as of June 19, 2018, among the Borrower and the investors listed on Exhibit A thereto, the Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of June 19, 2018, among the Borrower and the persons and entities listed on Exhibit A thereto, and the Amended and Restated Voting Agreement, dated as of June 19, 2018, among the Borrower and the stockholders listed on Exhibit A thereto, each as amended, restated, amended and restated, modified, or supplemented and in effect from time to time; (l) the extent attributable to the ownership or operation of performance by the Borrower and its Subsidiaries, Subsidiaries of their obligations under the Roblox China JV Agreements; and (im) any Restricted Payments permitted under other transactions entered into at a time when Section 6.076.12 is satisfied.

Transactions with Affiliates. Sell or transfer any property or assets toThe Parent Borrower will not, or purchase or acquire any property or assets from, or otherwise engage in any other transactions with, nor will the Parent Borrower permit any of its AffiliatesRestricted Subsidiaries to, consummate any transaction or series of transactions with any Affiliate (including any payment in respect of consulting fees or similar fees) other than upon fair and reasonable terms no less favorable to the Parent Borrower or such Restricted Subsidiary than would be obtained in a comparable arm’s-length transaction with a Person other than an Affiliate, except: (a) Contractual Obligations and transactions between or among Loan Parties, andthe Parent Borrower and the Restricted Subsidiaries to the extent not otherwise prohibited hereunder; (b) agreements and transactions with and payments to officers, directors, employees and shareholders (to the Borrower or any Subsidiary may engage in any transactions extent constituting Affiliates) that are either entered into in the ordinary course of business at prices and on terms and conditions not prohibited by any of the other provisions of this Agreement (taken as a whole) not less favorable to other than transactions of the Borrower or such Subsidiary type described in any material respect than could be obtained in a comparable transaction on an arm’s-length basis from unrelated third parties, provided, that in the case of any such transaction (or series of related transactions) involving aggregate consideration to any party in excess of $5,000,000, the Borrower shall provide the Administrative Agent with a fairness opinion from a financial advisor of nationally recognized standing as to the fairness of such transaction to the Loan PartiesSection 7.08(f)); (c) the consummation of the Transactions and the payment of fees and expenses made in connection with the Transactions as required by the Acquisition Agreement,relating thereto; (d) (i) transactions permitted under Section 7.01; Investments permitted under Section 7.04; and Restricted Payments permitted under Section 7.05; and (ii) Liens permitted under Section 7.02 and Indebtedness permitted under Section 7.03; provided that such Liens and Indebtedness are on terms which are fair and reasonable to the payment Parent Borrower and its Subsidiaries as determined by the majority of any Management Fees,the members of the board of directors of the Parent Borrower in good faith; (e) issuances of Equity Interests of the Borrower to the extent otherwise not prohibited by this Agreement, (f) employment and severance arrangements and health, disability and similar insurance or benefit plans between the Parent Borrower and its the Restricted Subsidiaries and 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 employees stock option or incentive plans and other compensation arrangements) in the ordinary course of business or otherwise required by the documents governing the Transactions (including loans and advances to the extent constituting permitted Investments),business; (g) any transaction pursuant to any arrangement existing as of the Closing Date and set forth on Schedule 6.08, (hf) the payment of customary fees and reasonable out-of-out of pocket costs to, and indemnities provided on behalf of, members of the board of directors, officersmanagers, consultants consultants, officers and employees of Holdings (or any direct or indirect parent thereof)Parent Entity, the Parent Borrower and its the Restricted Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Parent Borrower and the Restricted Subsidiaries; (g) transactions pursuant to permitted agreements in existence on the Closing Date and set forth on Schedule 7.08 or any amendment thereto to the extent such an amendment is not materially adverse to the Lenders in any respect; (h) the issuance of Capital Stock (other than Disqualified Equity Interests) of the Parent Borrower to any Parent Entity or to any employee, director, officer, manager, distributor or consultant of the Parent Borrower, any of its Subsidiaries, Parent Entities or any Restricted Subsidiary; (i) any transactions with customers, clients, suppliers or purchasers or sellers of goods or services that are Affiliates, in each case in the ordinary course of business and not otherwise prohibited hereunder and that are upon fair and reasonable terms no less favorable to the Parent Borrower and the Restricted Payments permitted under Section 6.07Subsidiaries than would be obtained in a comparable arm’s-length transaction with a Person other than an Affiliate, in the reasonable determination of an Authorized Officer thereof; and (j) the Transactions may be consummated.

Transactions with Affiliates. Sell Except as otherwise expressly permitted hereunder and except as set forth on Schedule 6.09, enter into, directly or transfer any property or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transactions withindirectly, any transaction or series of its Affiliatesrelated transactions, exceptwhether or not in the ordinary course of business, with any Affiliate of any Company (other 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) transactions between or among Loan Parties, andDividends permitted by Section 6.08; (b) (x) Liens granted pursuant to Section 6.02(w), (y) intercompany Investments permitted by Section 6.04 and Indebtedness resulting therefrom permitted under Section 6.01, and (z) intercompany dispositions permitted under Section 6.06; (c) director, officer and employee compensation (including 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 Borrower or any the applicable Subsidiary may engage of Borrower; (d) transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in any transactions each case in the ordinary course of business at prices and on terms and conditions (taken as a whole) otherwise not less favorable to the Borrower or such Subsidiary in any material respect than could be obtained in a comparable transaction on an arm’s-length basis from unrelated third parties, provided, that in the case of any such transaction (or series of related transactions) involving aggregate consideration to any party in excess of $5,000,000, the Borrower shall provide the Administrative Agent with a fairness opinion from a financial advisor of nationally recognized standing as to the fairness of such transaction to prohibited by the Loan PartiesDocuments; (c) the Transactions and the payment of fees and expenses made in connection with the Transactions as required by the Acquisition Agreement, (d) the payment of any Management Fees, (e) issuances of Equity Interests of the Borrower to the extent otherwise not prohibited loans and advances permitted by this Agreement,Section 6.04(e); (f) employment a disposition permitted by Section 6.06(q); (g) transactions among Subsidiaries that are not Subsidiary Guarantors; (h) any transaction with an Affiliate where the only consideration paid by any Loan Party is Qualified Capital Stock of Borrower; (i) payment of reasonable directors fees and severance arrangements between the customary indemnification agreements with directors, members, officers and employees of Borrower and its Subsidiaries and their respective officers and employees in the ordinary course of business or otherwise required by the documents governing the Transactions (including loans and advances to the extent constituting permitted Investments), (g) any transaction pursuant to any arrangement existing as of the Closing Date and set forth on Schedule 6.08, (h) the payment of customary fees and reasonable out-of-pocket costs toof such Persons may be reimbursed; (j) agreements relating to Intellectual Property not interfering in any material respect with the ordinary conduct of business of or the value of such Intellectual Property to such Company; (k) any other agreement, arrangement or transaction as in effect on the date hereof and listed on Schedule 6.09, and indemnities provided on behalf ofany amendment or modification thereto, members and the performance of obligations thereunder, so long as such amendment or modification is not materially adverse to the interests of the board of directorsLenders; and (l) the Transactions as contemplated by the Loan Documents. ; provided that, officers, consultants and employees of Holdings (or in no event shall any direct or indirect parent thereof), the Borrower and its Subsidiaries transaction described above which results in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Subsidiaries, (i) any Restricted Payments a Change in Control be permitted under by this Section 6.076.09.

Transactions with Affiliates. Sell Enter into any transaction of any kind with any Affiliate of the Company, whether or transfer any property not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Company or assets such Restricted Subsidiary as would be obtainable by the Company or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate; provided, that, the foregoing restriction shall not apply to, or purchase or acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except: (a) transactions between or among the Company, any other Loan Parties, andParty and any of its Wholly Owned Restricted Subsidiaries that are not Loan Parties or between and among any Wholly Owned Restricted Subsidiaries; (b) the Borrower or any Subsidiary may engage in any transactions in the ordinary course of business at prices and on terms and conditions (taken as a whole) not less favorable to the Borrower or such Subsidiary in any material respect than could be obtained in a comparable transaction on an arm’s-length basis from unrelated third partiesemployment, provided, that in the case of any such transaction (or series of related transactions) involving aggregate consideration to any party in excess of $5,000,000, the Borrower shall provide the Administrative Agent with a fairness opinion from a financial advisor of nationally recognized standing as to the fairness of such transaction to the Loan Parties; (c) the Transactions and the payment of fees and expenses made in connection with the Transactions as required by the Acquisition Agreement, (d) the payment of any Management Fees, (e) issuances of Equity Interests of the Borrower to the extent otherwise not prohibited by this Agreement, (f) employment service and severance arrangements between the Borrower (including equity incentive plans and its Subsidiaries employee benefit plans and arrangements) and employee discount purchase programs with their respective directors, officers and employees in the ordinary course of business or otherwise required by and discount purchase programs with their Affiliates in the documents governing the Transactions (including loans and advances to the extent constituting permitted Investments),ordinary course of business; (gc) charitable contributions made to their Affiliates in the ordinary course of business; (d) payment of customary compensation, fees and reasonable out of pocket costs to, and indemnities for the benefit of, directors, officers and employees of the Company and its Restricted Subsidiaries in the ordinary course of business, and discounts 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; (e) any transaction pursuant to any agreement, instrument or arrangement existing as in effect as of the Closing Effective Date and set forth on Schedule 6.08,7.08(e), as the same may be amended (so long as any such amendment does not amend the applicable agreement in a manner adverse to the Administrative Agent and the Lenders in any material respect); (hf) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, members of the board of Restricted Payments permitted to be made under Section 7.06; and (g) transactions with directors, officers, consultants officers and employees of Holdings (the Company or any direct or indirect parent thereof), the Borrower and of its Subsidiaries in the ordinary course not required to be disclosed pursuant to Item 404(a) of business to the extent attributable to the ownership or operation Regulation S-K of the Borrower and its Subsidiaries, (i) any Restricted Payments permitted under Section 6.07Securities Exchange Act of 1934.

Transactions with Affiliates. Sell or transfer Enter into any property or assets to, or purchase or acquire transaction of any property or assets from, or otherwise engage in kind with any other transactions with, any Affiliate of its Affiliates, except (a) transactions between or among Loan Parties, and (b) the Borrower involving aggregate payments or consideration in excess of $5,000,000 for any Subsidiary may engage in any transactions individual transaction or series of related transactions, whether or not in the ordinary course of business at prices business, other than (a) transactions on fair and on reasonable terms and conditions (taken substantially as a whole) not less favorable to the Borrower or such Restricted Subsidiary in any material respect than could as would be obtained obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction on an arm’s-length basis from unrelated third parties, provided, that in the case of any such transaction (or series of related transactions) involving aggregate consideration to any party in excess of $5,000,000, the Borrower shall provide the Administrative Agent with a fairness opinion from a financial advisor of nationally recognized standing as to the fairness of such transaction to the Loan Parties; Person other than an Affiliate, (cb) the Transactions and the payment of fees and expenses made in connection with the Transactions as required by the Acquisition Agreement, (d) the payment of any Management Fees, (e) issuances of Equity Interests of the Borrower to the extent otherwise not prohibited by this Agreement, (f) employment and severance arrangements between transactions amongst the Borrower and its Restricted Subsidiaries and their respective officers and employees in the ordinary course or any entity that becomes a Restricted Subsidiary as a result of business or otherwise required by the documents governing the Transactions such transaction, (c) payment of reasonable compensation (including loans reasonable salary, bonus and advances to the extent constituting permitted Investments), other reasonable incentive arrangements) and stock option and other equity or incentive award plans and employee benefit plans, practices and arrangements for directors, officers, employees, managers, consultants and independent contractors, (gd) any transaction pursuant to any arrangement existing as of the Closing Date and set forth on Schedule 6.08, (h) the payment of customary directors’ fees and reasonable out-of-out of pocket costs to, and indemnities provided on behalf of, members of the board of directors, officers, employees, consultants and employees independent contractors of Holdings (or any direct or indirect parent thereof), the Borrower and its Subsidiaries Restricted Subsidiaries, (e) Restricted Payments permitted pursuant to Section 8.06, (f) Investments permitted by Section 8.02(b), Section 8.02(c), Section 8.02(g), Section 8.02(o), (g) Dispositions permitted by Section 8.05(h), (h) transactions pursuant to agreements, instruments or arrangements in existence on the Closing Date and set forth in Schedule 8.09 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect, (i) transactions with customers, clients, joint venture partners, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement that are fair to the extent attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries, in the reasonable determination of the Board of Directors or the senior management of the Borrower, or are on terms at least as favorable as might reasonably have been obtained at such time from a Person that is not an Affiliate, (ij) transactions in which the Borrower or any of the Restricted Payments Subsidiaries, as the case may be, deliver to the Administrative Agent a letter from an independent financial advisor stating that such transaction is fair to the Borrower or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (a) of this Section 8.09, (k) payments to or from, and transactions with, joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by the Borrower and its Restricted Subsidiaries in such joint venture) to the extent otherwise constituting an Investment or Restricted Payment permitted under this Agreement, (l) Indebtedness permitted by Section 6.07.8.03(j), and (m) transactions with an Escrow Borrower, including any Escrow Funding Assignment, any Escrow Assumption and the entrance into any agreements related thereto so long as the proceeds of any related Indebtedness of the 162 1010279941v18

Transactions with Affiliates. Sell The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except except (a) transactions between or among Loan Parties, and (b) the Borrower or any Subsidiary may engage in any transactions in the ordinary course of business at prices and on terms and conditions (taken as a whole) not materially less favorable to the Borrower or such Subsidiary in any material respect than could be obtained in a comparable transaction on an arm’s-length basis from unrelated third partiesa Person that is not an Affiliate for a comparable transaction, provided, that in the case of any such transaction (b) transactions between or series of related transactions) involving aggregate consideration to any party in excess of $5,000,000, the Borrower shall provide the Administrative Agent with a fairness opinion from a financial advisor of nationally recognized standing as to the fairness of such transaction to the Loan Parties; (c) the Transactions and the payment of fees and expenses made in connection with the Transactions as required by the Acquisition Agreement, (d) the payment of any Management Fees, (e) issuances of Equity Interests of the Borrower to the extent otherwise not prohibited by this Agreement, (f) employment and severance arrangements between among the Borrower and its Subsidiaries and their respective officers and employees in the ordinary course of business (or otherwise required by the documents governing the Transactions (including loans and advances to the extent constituting permitted Investments), (g) any transaction pursuant to any arrangement existing as an entity that becomes a Subsidiary of the Closing Date and set forth on Schedule 6.08, Borrower as a result of such transaction) (hor any combination thereof), (c) the payment of customary fees to directors of the Borrower or any of its Subsidiaries, and customary compensation, reasonable out-of-pocket costs expense reimbursement and indemnification (including the provision of directors and officers insurance) of, and other employment agreements and arrangements, employee benefit plans and stock incentive plans paid to, and indemnities provided on behalf offuture, members of the board of present or past directors, officers, consultants managers and employees of Holdings (the Borrower or any direct or indirect parent thereof)of its Subsidiaries, (d) transactions undertaken in good faith for the Borrower and its Subsidiaries in purpose of improving the ordinary course of business to the extent attributable to the ownership or operation consolidated tax efficiency of the Borrower and its Subsidiaries, (e) loans, advances and other transactions to the extent permitted by the terms of this Agreement, including without limitation any Restricted Payment permitted by Section 5.19 and transactions permitted by Section 5.09(a), 5.09(b) or 5.09(c), (f) issuances of Equity Interests to Affiliates and the registration rights associated therewith, (g) transactions with Affiliates as set forth on Schedule 5.18 (together with any amendments, restatements, extensions, replacements or other modifications thereto that are not materially adverse to the interests of the Lenders in their capacities as such), (h) any license, sublicense, lease or sublease (1) in existence on the Closing Date (together with any amendments, restatements, extensions, replacements or other modifications thereto that are not materially adverse to the interests of the Lenders in their capacities as such), (2) in the ordinary course of business or (3) substantially consistent with past practices, (i) transactions with joint ventures for the purchase or sale of property or other assets and services entered into in the ordinary course of business and Investments (during any Restricted Payments Collateral Period, only as permitted under by Section 6.075.16) in joint ventures, and (j) any transactions or series of related transactions with respect to which the aggregate consideration paid, or fair market value of property sold or disposed of, by the Borrower and its Subsidiaries is less than $25,000,000.

Transactions with Affiliates. Sell or transfer any property or assets toNo Borrower will, or purchase or acquire any property or assets from, or otherwise engage in any other transactions with, nor will it permit any of its AffiliatesSubsidiaries to, except (a) enter into any transaction or series of transactions between or among Loan Parties, and (b) the Borrower with any Affiliate of Exide U.S. or any Subsidiary may engage in any transactions of its Subsidiaries other than in the ordinary course of business at prices and on terms and conditions (taken substantially as a whole) not less favorable to the such Borrower or such Subsidiary in any material respect than could as would be obtained reasonably expected to be obtainable by such Borrower or such Subsidiary at the time in a comparable transaction on an arm’s-length basis from unrelated third parties, provided, that in the case of any such transaction (or series of related transactions) involving aggregate consideration to any party in excess of $5,000,000, the Borrower shall provide the Administrative Agent with a fairness opinion from a financial advisor of nationally recognized standing as Person other than an Affiliate; provided that the following shall in any event be permitted: (i) the Transaction; (ii) intercompany transactions among Exide U.S. and its Subsidiaries to the fairness of such transaction to the Loan Parties; extent expressly permitted by Sections 9.02, 9.04A, 9.04B, 9.05A, 9.05B, 9.06A and 9.06B; (c) the Transactions and the payment of fees and expenses made in connection with the Transactions as required by the Acquisition Agreement, (diii) the payment of consulting or other fees to Exide U.S. by any Management Fees, of its Subsidiaries in the ordinary course of business; (eiv) issuances customary fees to non-officer directors of Equity Interests of the Borrower to the extent otherwise not prohibited by this Agreement, Exide U.S. and its Subsidiaries; (fv) Exide U.S. and its Subsidiaries may enter into employment and severance arrangements between with respect to the Borrower and its Subsidiaries and procurement of services with their respective officers and employees in the ordinary course of business or otherwise required business; (vi) Dividends may be paid by the documents governing the Transactions (including loans and advances Exide U.S. to the extent constituting permitted Investments), by Sections 9.06A and 9.06B, as applicable; (g) any transaction pursuant to any arrangement existing as of the Closing Date and set forth on Schedule 6.08, (hvii) the payment of customary fees (excluding management fees) to the Agents and reasonable out-of-pocket costs totheir Affiliates for services rendered (including, without limitation, any underwriting discounts and indemnities provided commissions); and (viii) transactions between Exide U.S. and/or any of its Subsidiaries and their respective Affiliates listed on behalf ofSchedule 9.07 hereto. In no event shall any management, members of the board of directors, officers, consultants and employees of Holdings (consulting or similar fee be paid or payable by Exide U.S. or any direct of its Subsidiaries to any Affiliate (other than Exide U.S. or indirect parent thereofany other Credit Party), the Borrower and its Subsidiaries except as specifically provided in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Subsidiaries, (i) any Restricted Payments permitted under this Section 6.079.07.

Transactions with Affiliates. Sell Directly or transfer indirectly enter into or permit to exist any property transaction with any Affiliate of Borrower or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, exceptSubsidiary of Borrower except for: (a) transactions (other than the payment of management, consulting, monitoring, or advisory fees) between or among Loan Parties, and (b) the Borrower or its Subsidiaries, on the one hand, and any Subsidiary may engage in any Affiliate of Borrower or such Subsidiary, on the other hand, so long as such transactions in the ordinary course of business at prices and on terms and conditions (taken as a wholei) not less favorable are fully disclosed to Agent prior to the consummation thereof, if they involve one or more payments by Borrower or such Subsidiary in excess of $500,000 for any material respect than could be obtained in a comparable single transaction on an arm’s-length basis from unrelated third parties, provided, that in the case of any such transaction (or series of related transactions, and (ii) involving aggregate consideration are no less favorable, taken as a whole, to any party Borrower or such Subsidiary, as applicable, than would be obtained in excess of $5,000,000, the Borrower shall provide the Administrative Agent an arm’s length transaction with a fairness opinion from a financial advisor non-Affiliate, (b) so long as it has been approved by Borrower’s or such Subsidiary’s Board of nationally recognized standing as to Directors (or comparable governing body) in accordance with applicable law, any indemnity provided for the fairness benefit of directors (or comparable managers), officers, employees and agents of Borrower or such transaction to the Loan Parties;Subsidiary, (c) the Transactions and so long as it has been approved by Borrower’s or such Subsidiary’s Board of Directors (or comparable governing body) in accordance with applicable law, the payment (and any agreement, plan or arrangement relating thereto) of fees and expenses made in connection with the Transactions as required by the Acquisition Agreement, (d) the payment of any Management Fees, (e) issuances of Equity Interests of the Borrower to the extent otherwise not prohibited by this Agreement, (f) employment and severance arrangements between the Borrower and its Subsidiaries and their respective officers and employees in the ordinary course of business or otherwise required by the documents governing the Transactions reasonable compensation (including loans bonuses), severance, or employee benefit arrangements (including retirement, health, option, deferred compensation and advances other benefit plans) to the extent constituting permitted Investments), (g) any transaction pursuant to any arrangement existing as of the Closing Date and set forth on Schedule 6.08, (h) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, members of the board of directorsemployees, officers, consultants and employees directors of Holdings (or any direct or indirect parent thereof), the Borrower and its Subsidiaries in the ordinary course of business, (d) loans and advances to employees, directors, officers and consultants in the ordinary course of business in an aggregate principal amount not to exceed $500,000 at any time outstanding, (e) transactions entered into solely between Loan Parties, (f) any agreement or arrangement described on Schedule 6.12 and any amendment, modification, extension or replacement of such agreement or arrangement so long as such amendment, modification, extension or replacement (x) is not less favorable in any material respect to Borrower or any Subsidiary, taken as a whole, as the original agreement as in effect on the date hereof as determined in good faith by such Person’s board of directors (or comparable governing body) in accordance with applicable law or (y) is an amendment, modification, extension or replacement of any agreement or arrangement for payments of a type described in clause (c) above made in the ordinary course of business and has been approved by the applicable Borrower or Subsidiary’s board of directors (or comparable governing body), (g) transactions permitted by Section 6.3, Section 6.9, Section 6.11, or Section 6.14 or any Permitted Intercompany Advance, (h) the existence of, or the performance by Borrower or any of its Subsidiaries of its obligations under the terms of, any stockholders agreement (including any registration rights agreement) to which it is a party as of the date hereof and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by Borrower or any of its Subsidiaries of obligations under, any future amendment to any such existing agreement or any similar agreement entered into after the date hereof shall only be permitted by this clause (h) to the extent attributable that the terms of any such amendment or new agreement are not otherwise disadvantageous in any material respect to the ownership or operation of Lenders when taken as a whole as compared to the Borrower and its Subsidiaries, original agreement in effect on the date hereof, (i) any Restricted Payments permitted under Section 6.07agreement between any Person and an Affiliate of such Person existing at the time such Person is acquired by or merged into Borrower or its Subsidiary; provided that such agreement was not entered into in contemplation of such acquisition or merger, or any amendment thereto so long as such amendment, extension or modification is not more disadvantageous to the Lenders in any material respect, and (j) the Transactions and the payment of all fees and expenses related thereto.

Transactions with Affiliates. Sell (a) Make any payment to, or sell, lease, transfer or otherwise dispose of any property of their properties or assets to, or purchase or acquire any property or assets from, or otherwise engage in enter into or make or amend any other transactions transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of its Affiliatesthe Borrower (each of the foregoing, exceptan “Affiliate Transaction”) involving aggregate payments or consideration in excess of the greater of $7,500,000 and 7.5% of EBITDA for the most recently ended four fiscal quarters ending immediately prior to the date of determination for which internal financial statements are available, unless: (ai) transactions between or among Loan Parties, and (b) the Borrower or any Subsidiary may engage in any transactions in the ordinary course of business at prices and such Affiliate Transaction is on terms and conditions (taken as a whole) that are not materially less favorable to the Borrower or such the relevant Restricted Subsidiary in any material respect than could be those that would have been obtained in a comparable transaction by the Borrower or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis from unrelated third parties, provided, that in basis; and (ii) the case of Borrower delivers to the Administrative Agent with respect to any such transaction (Affiliate Transaction or series of related transactions) Affiliate Transactions involving aggregate payments or consideration to any party in excess of the greater of $5,000,00015,000,000 and 15.0% of EBITDA for the most recently ended four fiscal quarters ending immediately prior to the date of determination for which internal financial statements are available, a resolution adopted by the majority of the Board of Directors approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (i) of this Section 7.01(a). (b) Section 7.07(a) hereof shall not apply to the following: (i) transactions between or among the Borrower shall provide or any of its Restricted Subsidiaries; (ii) Restricted Payments permitted by Section 7.06 hereof and Investments constituting Permitted Investments; (iii) payments as described under Section 7.06(b)(xiv); (iv) the payment of reasonable and customary fees and compensation paid to, and indemnities provided on behalf or for the benefit of, employees, officers, directors or consultants of the Borrower, any of its direct or indirect parent companies or any of its Restricted Subsidiaries; (v) transactions in which the Borrower or any of its Restricted Subsidiaries, as the case may be, delivers to the Administrative Agent with a fairness opinion letter from an Independent Financial Advisor stating that such transaction is fair to the Borrower or such Restricted Subsidiary from a financial advisor point of nationally recognized standing as view or stating that the terms are not materially less favorable to the fairness of Borrower or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Borrower or such transaction to the Loan PartiesRestricted Subsidiary with an unrelated Person on an arm’s-length basis; (cvi) any arrangement or agreement and the transactions contemplated thereby with an affiliate as in effect as of the Notes Issue Date, including the Intercompany Loan Obligations, and any extension, amendment, restatement, modification or other supplement to, or replacement of, any of the foregoing otherwise permitted by this Agreement and so long as any such extension, amendment, restatement, modification or other supplement is not materially adverse in the good faith judgment of the Board of Directors to the Lenders when taken as a whole as compared to the applicable agreement as in effect on the Notes Issue Date; (vii) the existence of, or the performance by the Borrower or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement, principal investors agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Notes Issue Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Borrower or any of its Restricted Subsidiaries of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Notes Issue Date shall only be permitted by this clause (vii) to the extent that the terms of any such amendment or new agreement are not otherwise materially adverse in the good faith judgment of the Board of Directors to the Lenders when taken as a whole; (viii) the Transactions and the payment of all fees and expenses made in connection with the Transactions as required by the Acquisition Agreement,related thereto, including Transaction Expenses related thereto; (dix) the payment transactions with Unrestricted Subsidiaries, customers, clients, suppliers, contractors, joint venture partners, lessors or lessees of any Management Fees, (e) issuances property or purchasers or sellers of Equity Interests of the Borrower to the extent otherwise not prohibited by this Agreement, (f) employment and severance arrangements between the Borrower and its Subsidiaries and their respective officers and employees goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement which are fair to the Borrower and its Restricted Subsidiaries, in the reasonable determination of the Board of Directors or otherwise required the senior management thereof, or are on terms at least as favorable as would reasonably have been obtained at such time from an unaffiliated party; (x) the issuance of Equity Interests (other than Disqualified Stock) by the documents governing Borrower or a Restricted Subsidiary or Subordinated Shareholder Funding or any contribution to capital of the Transactions (including loans and advances to the extent constituting permitted Investments),Borrower or any Restricted Subsidiary; (gxi) [reserved]; (xii) any transaction pursuant effected as part of a Qualified Receivables Financing; (xiii) payments or loans (or cancellation of loans) to any arrangement existing as employees or consultants of the Closing Date and set forth on Schedule 6.08, (h) the payment Borrower, any of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, members of the board of directors, officers, consultants and employees of Holdings (or any its direct or indirect parent thereof)companies or any of its Restricted Subsidiaries and employment agreements, severance arrangements, stock option plans and other similar arrangements with such employees or consultants which, in each case, are approved by a majority of the Board of Directors in good faith; (xiv) payments in respect of any Public Debt held by Affiliates; (xv) pledges of Equity Interests of Unrestricted Subsidiaries for the benefit of the lenders to such Unrestricted Subsidiaries in connection with bona fide lending or financing transactions; and (xvi) any sale of securities (including Disqualified Stock but excluding other Capital Stock) made to an Affiliate on the same terms as are being made to non-Affiliate investors in any public or private sale of such securities and any related transactions involving such securities where such Affiliate is treated no more favorably than the non-Affiliate investors; provided that, in each case, at least 80% of such securities are sold to, in the case of a public or private sale of securities, or held by, in the case of other related transactions involving such securities, non-Affiliate investors. Notwithstanding Sections 7.07(a) and 7.07(b) hereof, the Borrower and its Subsidiaries will be permitted to engage in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Subsidiaries, any Affiliate Transaction (i) any Restricted Payments permitted under involving the Intercompany Loan Obligations and (ii) involving Net Proceeds (or Net Cash Proceeds, as applicable) of Asset Sales (or Collateral Excess Proceeds and/or Excess Proceeds related thereto) applied in a manner that complies with Section 6.077.05 hereof.

Transactions with Affiliates. Sell Directly or transfer indirectly enter into or permit to exist any property transaction with any Affiliate of any Borrower or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, exceptSubsidiaries except for: (a) transactions (other than the payment of management, consulting, monitoring, or advisory fees) between any Borrower or among Loan Partiesits Subsidiaries, andon the one hand, and any Affiliate of such Borrower or its Subsidiaries, on the other hand, so long as such transactions (i) are fully disclosed to Administrative Agent prior to the consummation thereof, and (ii) are no less favorable, taken as a whole, to such Borrower or its Subsidiaries, as applicable, than would be obtained in an arm’s length transaction with a non-Affiliate, (b) so long as it has been approved by such Borrower’s or such Subsidiary’s board of directors (or comparable governing body) in accordance with applicable law, any indemnity provided for the Borrower benefit of directors (or any Subsidiary may engage in any transactions in the ordinary course comparable managers) of business at prices and on terms and conditions (taken as a whole) not less favorable to the such Borrower or such Subsidiary in any material respect than could be obtained in a comparable transaction on an arm’s-length basis from unrelated third parties, provided, that in the case of any such transaction (or series of related transactions) involving aggregate consideration to any party in excess of $5,000,000, the Borrower shall provide the Administrative Agent with a fairness opinion from a financial advisor of nationally recognized standing as to the fairness of such transaction to the Loan Parties;Subsidiary, (c) the Transactions and so long as it has been approved by such Borrower’s or such Subsidiary’s board of directors (or comparable governing body) in accordance with applicable law, the payment of fees and expenses made in connection with the Transactions as required by the Acquisition Agreement, (d) the payment of any Management Fees, (e) issuances of Equity Interests of the Borrower reasonable compensation, severance, or employee benefit arrangements to the extent otherwise not prohibited by this Agreement, (f) employment and severance arrangements between the Borrower and its Subsidiaries and their respective officers and employees in the ordinary course of business or otherwise required by the documents governing the Transactions (including loans and advances to the extent constituting permitted Investments), (g) any transaction pursuant to any arrangement existing as of the Closing Date and set forth on Schedule 6.08, (h) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, members of the board of directorsemployees, officers, consultants and employees outside directors of Holdings (or any direct or indirect parent thereof), the such Borrower and its Subsidiaries in the ordinary course of business and consistent with industry practice, including the issuance of Stock of Parent pursuant to the extent attributable terms of employee equity incentive plans and other compensation arrangements (and cash payments and/or the forfeiture of shares of Stock in connection with the exercise of options and the vesting of Stock awards made pursuant to the ownership or operation of the Borrower employee equity incentive plans and its Subsidiariesother compensation arrangements in order to satisfy related employee income tax obligations), and (id) any Restricted Payments transactions permitted under by Section 6.076.3.

Transactions with Affiliates. Sell or transfer Enter into any property or assets to, or purchase or acquire transaction of any property or assets from, or otherwise engage in kind with any other transactions with, any Affiliate of its Affiliates, except (a) transactions between or among Loan Parties, and (b) the Borrower with a fair market value in excess of $7,500,000, whether or any Subsidiary may engage in any transactions not in the ordinary course of business at prices and business, other than: transactions between or among the Borrower or any Restricted Subsidiary or any entity that becomes a Restricted Subsidiary as a result of such transaction; transactions on terms and conditions (taken as a whole) not less favorable to the Borrower or such Restricted Subsidiary in any material respect than could as would be obtained obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable transaction on an arm’s-length basis from unrelated third parties, provided, that in the case of any such transaction (or series of related transactions) involving aggregate consideration to any party in excess of $5,000,000, the Borrower shall provide the Administrative Agent with a fairness opinion from a financial advisor of nationally recognized standing as to the fairness of such transaction to the Loan Parties; (c) Person other than an Affiliate; the Transactions and the payment of fees and expenses made in connection with related to the Transactions as required by the Acquisition Agreement, (d) the payment of any Management Fees, (e) issuances Transactions; [reserved]; [reserved]; equity issuances, repurchases, redemptions, retirements or other acquisitions or retirements of Equity Interests of by the Borrower or any Restricted Subsidiary permitted under Section 7.06; loans and other transactions by and among the Borrower and/or one or more Subsidiaries to the extent otherwise not prohibited by permitted under this Agreement, (f) Article VII; employment and severance arrangements between the Borrower and or any of its Subsidiaries and their respective officers and employees in the ordinary course of business or otherwise required by the documents governing the Transactions (including loans and advances to the extent constituting permitted Investments), (g) any transaction transactions pursuant to any arrangement existing as of the Closing Date stock option plans and set forth on Schedule 6.08, (h) employee benefit plans and arrangements; [reserved]; the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, members of the board of directors, managers, officers, employees and consultants and employees of Holdings (or any direct or indirect parent thereof), the Borrower and its Restricted Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries, (i) ; transactions pursuant to agreements in existence on the Closing Date and set forth on Schedule 7.07 or any Restricted Payments amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect; dividends and other distributions permitted under Section 6.077.06; [reserved]; transactions entered into by an Unrestricted Subsidiary with an Affiliate prior to the redesignation of any such Unrestricted Subsidiary as a Restricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary”; provided that such transactions were not entered into in contemplation of such redesignation; and Dispositions for Cash Equivalents (other than in connection with the capitalization of any special purpose entity used to effect any such Permitted Receivables Financing) of accounts receivable in connection with any Permitted Receivables Financing.

Transactions with Affiliates. Sell Enter into any transaction of any kind with any Affiliate of the Borrower, whether or transfer any property or assets tonot in the ordinary course of business, or purchase or acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, exceptthan: (a1) transactions between or among Loan Parties, and (b) the Borrower or any of the Restricted Subsidiaries or any entity that becomes a Restricted Subsidiary may engage in any as a result of such transaction; (2) transactions in the ordinary course of business at prices and on terms and conditions (taken substantially as a whole) not less favorable to the Borrower or such Restricted Subsidiary in any material respect than could as would be obtained obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable transaction on an arm’s-length basis from unrelated third parties, provided, that in the case of any such transaction (or series of related transactions) involving aggregate consideration to any party in excess of $5,000,000, the Borrower shall provide the Administrative Agent with a fairness opinion from a financial advisor of nationally recognized standing as to the fairness of such transaction to the Loan PartiesPerson other than an Affiliate; (c3) the Transactions and the payment of fees and expenses made in connection with (including the Transaction Expenses) related to the Transactions as required by on or about the Acquisition Agreement,Closing Date to the extent disclosed in writing to the Administrative Agent prior to the Closing Date; (d4) the payment of any Management Fees, (e) issuances issuance or transfer of Equity Interests (other than Disqualified Equity Interests) of the Borrower to any Affiliate of the extent otherwise not prohibited by this Agreement,Borrower (including any Person that becomes an Affiliate as a result of such issuance or transfer) or any former, current or future officer, director, manager, employee or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) of the Borrower or any of its Subsidiaries or any direct or indirect parent of the Borrower; (f5) [Reserved]; (6) employment and severance arrangements and confidentiality agreements between the Borrower and its Subsidiaries Borrower, the Restricted Subsidiaries, and their respective officers and employees in the ordinary course of business or otherwise required by the documents governing the Transactions (including loans and advances transactions pursuant to the extent constituting permitted Investments),stock option, profits interest and other equity plans and employee benefit plans and arrangements; (g7) any transaction pursuant the non-exclusive licensing of trademarks, copyrights or other Intellectual Property in the ordinary course of business to any arrangement existing as permit the commercial exploitation of Intellectual Property between or among Affiliates and Subsidiaries of the Closing Date and set forth on Schedule 6.08,Borrower; (h) 8) 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, employees and consultants of the Borrower and employees of Holdings (the Restricted Subsidiaries or any direct or indirect parent thereof), of the Borrower and its Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its the Restricted Subsidiaries, ; (i9) any agreement, instrument or arrangement as in effect as of the Closing Date and set forth on Schedule 7.08, or any amendment thereto (so long as any such amendment is not adverse to the Lenders in any material respect as compared to the applicable agreement as in effect on the Closing Date); (10) Restricted Payments permitted under Section 6.077.06 and Investments permitted under Sections 7.02(2), (3), (5), (6), (9), (13), (14), (17), and (18); (11) [Reserved]; (12) transactions in which the Borrower or any of its Restricted Subsidiaries, as the case may be, delivers to the Administrative Agent a letter from an Independent Financial Advisor stating that such transaction is fair to the Borrower or such Restricted Subsidiary from a financial point of view or meets the requirements of Section 7.08(2); (13) any transaction or series of related transactions with consideration valued at less than $1,000,000 (as determined in good faith by the Borrower); (14) [Reserved]; (15) payments to or from, and transactions with, Joint Ventures (to the extent any such Joint Venture is only an Affiliate as a result of Investments by the Borrower and the Restricted Subsidiaries in such Joint Venture) in the ordinary course of business to the extent otherwise permitted under Section 7.02; (16) any Disposition of Securitization Assets or related assets in connection with any Qualified Securitization Financing; and (17) transactions approved by Impax’s board of directors so long as at least 75% of such board of directors consists of independent parties.

Transactions with Affiliates. Sell or transfer Holdings shall not, nor shall Holdings permit any property or assets of the Restricted Subsidiaries to, directly or purchase or acquire indirectly, enter into any property or assets fromtransaction of any kind with any Affiliate of the Borrower, or otherwise engage in any other transactions with, any outside of its Affiliates, except (a) transactions between or among Loan Parties, and (b) the Borrower or any Subsidiary may engage in any transactions in the ordinary course of business at prices business, involving aggregate payments or consideration in excess of the greater of (x) $75,000,000 and (y) 10% of LTM Consolidated EBITDA, other than (a) loans and other transactions among Holdings and/or the Restricted Subsidiaries or any entity that becomes a Restricted Subsidiary as a result of such loan or other transaction to the extent permitted under Article VII, (b) on terms and conditions (when taken as a whole) that are not materially less favorable to the Borrower Holdings or such Restricted Subsidiary in any material respect than could as would be obtained obtainable by Holdings or such Restricted Subsidiary at the time in a comparable transaction on an arm’s-length basis from unrelated third partiestransaction with a Person other than an Affiliate or, provided, that if in the case good-faith judgment of any Holdings, no comparable transaction is available with which to compare such transaction, such transaction (is otherwise fair to Holdings or series of related transactions) involving aggregate consideration to any party in excess of $5,000,000, the Borrower shall provide the Administrative Agent with a fairness opinion such Restricted Subsidiary from a financial advisor point of nationally recognized standing as to the fairness of view and when such transaction to the Loan Parties; is taken in its entirety, (c) the Transactions and the payment of fees and expenses made Transaction Expenses as part of or in connection with the Transactions as required by the Acquisition Agreement, Transactions, (d) the payment of any management, monitoring, consulting, transaction, termination and advisory fees in an aggregate amount pursuant to the Investor Management Fees, Agreement and related indemnities and reasonable expenses, (e) issuances of Equity Interests of the Borrower to the extent otherwise not prohibited Restricted Payments permitted under Section 7.06, Investments permitted under Section 7.02 and prepayments redemptions, purchases, defeasances and other payments permitted by this Agreement, Section 7.10, (f) employment and severance arrangements between Holdings and the Borrower and its Restricted Subsidiaries and their respective officers and employees in the ordinary course of business or otherwise required by consistent with past practice and transactions pursuant to equity-based plans and employee benefit plans and arrangements in the documents governing the Transactions (including loans and advances to the extent constituting permitted Investments), ordinary course of business or consistent with past practice, (g) any transaction pursuant to any arrangement existing as of the Closing Date and set forth on Schedule 6.08, (h) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, members of the board of directors, managers, officers, employees and consultants and employees of Holdings and the Restricted Subsidiaries (or any other direct or indirect parent thereof), the Borrower and its Subsidiaries of Holdings) in the ordinary course of business to the extent attributable to the ownership or operation of Holdings and the Borrower Restricted Subsidiaries, (h) transactions pursuant to agreements in existence on the Closing Date and set forth on Schedule 7.08 or any amendment thereto to the extent such an amendment is not materially adverse to the Lenders in any material respect, (i) (x) [reserved], (y) the payment of indemnification and other similar amounts to the Investors and reimbursement of expenses of the Investors and (z) customary payments by Holdings and any of its Restricted Subsidiaries to the Investors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures), which payments are approved by a majority of the members of the board of directors or managers or a majority of the disinterested members of the board of directors or managers of Holdings, in good faith, (j) payments by Holdings or any of its Subsidiaries pursuant to any tax sharing agreements with any direct or indirect parent of Holdings to the extent attributable to the ownership or operation of Holdings and its Subsidiaries, but only to the extent permitted by ‎Section 7.06(i)(iii), (k) the issuance or transfer of Equity Interests (other than Disqualified Equity Interests) to any Permitted Holder or to any former, present or future director, manager, officer, employee or consultant (or any Affiliate or any Immediate Family Member of any of the foregoing) of Holdings, any of its Subsidiaries or any direct or indirect parent thereof, (l) sales of accounts receivable, or participations therein, or Securitization Assets or related assets in connection with any Qualified Securitization Facility, factoring arrangements or similar transactions, (m) Permitted Intercompany Activities, (n) a joint venture which would constitute a transaction with an Affiliate solely as a result of Holdings or any Restricted Subsidiary owning an equity interest or otherwise Controlling such joint venture or similar entity, (o) transactions with any Affiliated Lender in its capacity as a Lender party to any Loan Document or party to any agreement, document or instrument governing or relating to any Indebtedness permitted to be incurred pursuant to Section 7.03 (including Permitted Refinancings thereof) to the extent such Affiliated Lender is being treated no more favorably than all other Lenders or lenders thereunder, (p) transactions with wholly owned Subsidiaries for the purchase or sale of goods, equipment, products, parts and services entered into in the ordinary course of business in a manner consistent with prudent business practice followed by companies in the industry of Holdings and its Subsidiaries, (iq) transactions with joint ventures and/or Unrestricted Subsidiaries for the purchase or sale of goods, equipment, products, parts and services entered into in the ordinary course of business and in a manner consistent with past practice or industry norm (with respect to joint ventures or Unrestricted Subsidiaries, as applicable) followed by companies in the industry of Holdings and its Subsidiaries, (r) any lease entered into between Holdings or any Restricted Payments Subsidiary, as lessee, and any Affiliate of the Borrower, as lessor, which is approved by the Borrower in good faith, (s) the existence and performance of agreements and transactions with any Unrestricted Subsidiary that were entered into prior to the designation of a Restricted Subsidiary as such Unrestricted Subsidiary to the extent that the transaction was permitted under Section 6.07at the time that it was entered into with such Restricted Subsidiary (and not entered into in contemplation of such designation) and transactions entered into by an Unrestricted Subsidiary with an Affiliate prior to the redesignation of any such Unrestricted Subsidiary as a Restricted Subsidiary (and not entered into in contemplation of such redesignation), (t) pledges of Equity Interests of Unrestricted Subsidiaries, (u) transactions undertaken in good faith (as certified by a responsible financial or accounting officer of the Borrower in an certificate of a Responsible Officer) for the purpose of improving the consolidated tax efficiency of Holdings and the Restricted Subsidiaries and not for the purpose of circumventing any covenant set forth in this Agreement, (v) transactions undertaken pursuant to a shared services agreement or pursuant to a membership in a purchasing consortium and (w) Permitted Intercompany Activities.

Transactions with Affiliates. Sell or transfer Enter into any property or assets to, or purchase or acquire transaction of any property or assets from, or otherwise engage in kind with any other transactions with, any Affiliate of its Affiliates, except (a) transactions between or among Loan Parties, and (b) the Borrower (other than a Loan Party), whether or any Subsidiary may engage in any transactions not in the ordinary course of business, if such transaction involves consideration in excess of $2,500,000 or is otherwise material to the business at prices of the Borrower and its Restricted Subsidiaries, other than on fair and reasonable terms and conditions (taken as a whole) not no less favorable to the Borrower or such Restricted Subsidiary in any material respect than could be obtained in a comparable transaction on an arm’s-length basis from unrelated third parties(or, provided, that in the case of any a transaction between a Loan Party and a Restricted Subsidiary that is not a Loan Party, such transaction (or series of related transactionsLoan Party) involving aggregate consideration to any party in excess of $5,000,000, as would be obtainable by the Borrower shall provide or such Restricted Subsidiary at the Administrative Agent time in a comparable arm’s length transaction with a fairness opinion from a financial advisor Person other than an Affiliate; provided that this Section does not prohibit: (i) any Investment permitted under Section 7.3(other than clause (g) or (j) of nationally recognized standing as to Section 7.3 (other than the fairness of such transaction to Investment in which the Loan Partiesrelevant investee becomes an Affiliate)); (cii) any merger, dissolution, liquidation, consolidation or Disposition permitted under Section 7.4; (iii) any Restricted Payment permitted under Section 7.6; (iv) the execution, delivery and performance of the Material Contracts listed on Schedule 5.7 as in effect on the date of this Agreement or, if applicable, to the extent modified as permitted under this Agreement; (v) the consummation of the Logistics IPO Transactions and the payment of fees and expenses made in connection with the Transactions as required by the Acquisition Agreement,therewith; (dvi) the payment of any Management Fees, (e) issuances of Equity Interests of the Borrower to the extent otherwise not prohibited by this Agreement, (f) employment reasonable and severance arrangements between the Borrower and its Subsidiaries and their respective officers and employees in the ordinary course of business or otherwise required by the documents governing the Transactions customary director, officer, employee (including loans employees of Affiliates) compensation (including bonuses and advances to the extent constituting permitted Investmentsseverance) and other benefits (including retirement, health, stock option and other benefit plans), (g) any transaction pursuant to any arrangement existing as of the Closing Date and set forth on Schedule 6.08, (h) the , payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, members of the board of to directors, officers, employees and consultants and employees of Holdings (the Borrower or any direct or indirect parent thereof), the Borrower and its Subsidiaries Affiliate in the ordinary course of business business, indemnification arrangements with any of the foregoing, and the issuance of Equity Interests to any of the foregoing, in each case, approved by the Board of Directors of Borrower; (vii) transactions pursuant to permitted agreements in existence on the Closing Date (and set forth on Schedule 7.8) or any amendment thereto to the extent attributable such an amendment is not adverse to the ownership or operation interests of the Borrower Lenders in any material respect; and (viii) transactions pursuant to the Omnibus Agreement, the Logistics IPO Contribution Agreement and its Subsidiariesthe MLP Partnership Agreement, (i) any Restricted Payments permitted under Section 6.07in each case as contemplated in the MLP Registration Statement.

Transactions with Affiliates. Sell Enter into, directly or transfer any property or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transactions withindirectly, any transaction or series of related transactions for the payment of money, sale of goods or provision of services, in each case, exceeding $30,000,000, whether or not in the ordinary course of business, with any Affiliate (other than with any Company), other than on terms and conditions substantially at least as favorable to Borrower and its AffiliatesRestricted Subsidiaries as would be obtainable by Borrower or any Restricted Subsidiary at that time in a comparable arm’s-length transaction with a Person other than an Affiliate, exceptexcept that the following shall be permitted: (a) transactions between or among Loan Parties, andDividends permitted by Section 6.08; (b) the Borrower or Investments permitted under Section 6.04, including loans and advances permitted by Sections 6.04(e) and (f), and Indebtedness permitted under Section 6.01(n); (c) Employment, consulting, severance and similar arrangements between any Subsidiary may engage in any transactions Company and its current and former officers, employees, directors and consultants and in the ordinary course of business at prices (which shall be deemed to include the employment and on terms and conditions (taken as a whole) not less favorable to the Borrower or such Subsidiary in any material respect than could be obtained in a comparable transaction on an arm’s-length basis from unrelated third parties, provided, that in the case of any such transaction (or series of related transactions) involving aggregate consideration to any party in excess of $5,000,000, the Borrower shall provide the Administrative Agent with a fairness opinion from a financial advisor of nationally recognized standing as to the fairness engagement of such transaction to the Loan Parties; (cpersons for newly created positions) the Transactions and the payment of fees and expenses made or otherwise in connection with the Original Transactions as required and (ii) transactions pursuant to any equityholder, employee, consultant or director equity plan or stock or other equity option plan or any other management or employee benefit plan or agreement, other compensatory arrangement or any stock or other equity subscription, co-invest or equityholder agreement, including any arrangement including Equity Interests rolled over by management of Borrower, any Restricted Subsidiary or any direct or indirect parent of Borrower in connection with the Acquisition Agreement,Original Transactions; (d) (i) the Original Transactions, including the payment of any Management Fees,fees, costs or expenses related thereto and made contemporaneously therewith (including the Transaction Costs) and (ii) the Post-Closing Reorganization; (e) issuances of Equity Interests of the Borrower to the extent otherwise not prohibited by this Agreement, (f) employment and severance arrangements between the Borrower and its Subsidiaries and their respective officers and employees in the ordinary course of business or otherwise required by the documents governing the Transactions (including loans and advances to the extent constituting permitted Investments), (g) any transaction pursuant to any arrangement existing as of the Closing Date and set forth on Schedule 6.08, (h) 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, consultants officers and employees of Holdings (or any direct or indirect parent company thereof), the Borrower and its Subsidiaries ) or any other Company in the ordinary course of business to the extent attributable to the ownership or operation of Holdings (or any direct or indirect parent company thereof) or any other Company, to the Borrower extent attributable to such parent entity’s ownership and operation of Holdings and its Subsidiaries; (f) the payment of management, monitoring, consulting, advisory and other fees (including transaction and termination fees), indemnities and expenses pursuant to the Sponsor Management Agreement (in the case of annual management or monitoring fees, up to the amount per fiscal year permitted thereunder as in effect on the Closing Date) (plus any unpaid management, consulting, monitoring, advisory and other fees, indemnities and expenses thereunder accrued in any prior year); (g) customary payments by Borrower or any Restricted Subsidiary to any holder of Equity Interests in Holdings (or any direct or indirect parent thereof) (including the Sponsors) made for any financial advisory, consulting, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions, divestitures or financings), which payments are approved by the majority of the members of the Board of Directors or a majority of the disinterested members of the Board of Directors of such Person in good faith; (h) any transaction permitted under this Agreement with an Affiliate where the only consideration paid by Holdings is Equity Interests of Holdings; (i) ordinary course license agreements relating to Intellectual Property not interfering in any material respect with the ordinary conduct of business of or the value of such Intellectual Property to such Company; (j) any other agreement, arrangement or transaction as in effect on the Closing Date and listed on Schedule 6.09(j), and any amendment or modification thereto or restatement thereof, and the performance of obligations thereunder, so long as such amendment or modification or restatement is not materially adverse to the interests of the Lenders (in the good faith determination of Borrower); (k) loans, advances and other transactions between or among Borrower, any Restricted Payments Subsidiary and any joint venture (regardless of the form of legal entity) in which Borrower or any Restricted Subsidiary has invested (and which joint venture would not be an Affiliate of Borrower but for Borrower’s direct or indirect ownership of Equity Interests in such joint venture) to the extent permitted under Article VI; (l) payments by Borrower (and any direct or indirect parent thereof) and the Restricted Subsidiaries pursuant to tax sharing agreements among Borrower (and any such parent thereof) and the Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of Borrower and the Restricted Subsidiaries, to the extent constituting Permitted Tax Distributions; (m) transactions in which Borrower or any Restricted Subsidiary delivers to the Administrative Agent a letter from an Independent Financial Advisor stating that such transaction is fair to the Companies from a financial point of view or meets the requirements of this Section 6.076.09; (n) the existence and performance of agreements and transactions with any Unrestricted Subsidiary that were entered into prior to the designation of a Restricted Subsidiary as such Unrestricted Subsidiary to the extent that the transaction was permitted at the time that it was entered into with such Restricted Subsidiary and transactions entered into by an Unrestricted Subsidiary with an Affiliate prior to the redesignation of any such Unrestricted Subsidiary as a Restricted Subsidiary; provided that such transaction was not entered into in contemplation of such designation or redesignation, as applicable; (o) Affiliate purchases of the Loans or Commitments to the extent permitted hereunder or, subject to Section 6.10, Affiliate purchases of any Senior Priority Obligations, and the holding of such Loans, Commitments or Senior Priority Obligations and payments with respect to such Loans, Commitments or Senior Priority Obligations pursuant to the Loan Documents or the Senior Priority Debt Documents, as applicable; (p) (i) Investments by Permitted Holders in securities of Borrower or any Restricted Subsidiary (and payment of reasonable out-of-pocket expenses incurred by such Permitted Holders in connection therewith) so long as the Investment is being offered by Borrower or such Restricted Subsidiary generally to other investors on the same or more favorable terms, and (ii) payments to Permitted Holders in respect of securities or loans of Borrower or any Restricted Subsidiary contemplated in the foregoing clause (i) or that were acquired from Persons other than Borrower and the Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans; provided that with respect to securities of Borrower or any Restricted Subsidiary contemplated in clause (i) above, such Investment constitutes less than 10% of the proposed or outstanding issue amount of such class of securities; and (q) the existence of, or the performance by Borrower or any Restricted Subsidiary of its obligations under the terms of, any registration rights agreement (or purchase agreements related thereto) to which it is party as of the Closing Date and any similar agreement that it may enter into thereafter, and the payment of reasonable out-of-pocket costs and expenses pursuant thereto; provided, however, that the existence of, or the performance by Borrower or any Restricted Subsidiary of its obligations under, any future amendment to the registration rights agreement or under any similar agreement entered into after the Closing Date will only be permitted under this clause (q) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Lenders in any material respect.

Transactions with Affiliates. Sell or transfer any property or assets toThe Borrower will not enter ---------------------------- into, or purchase permit any Restricted Subsidiary, Investment Vehicle or acquire any property or assets from, or otherwise engage in any other transactions withAsset Company to enter into, any transaction with any Affiliate of its Affiliatesthe Borrower (other than the Borrower, any Subsidiary of the Borrower, any Investment Vehicle and any Asset Company), except: (a) transactions between or among Loan Parties, andwith such Affiliates upon fair and reasonable terms which are no less favorable to the Borrower than would be obtained in a comparable arm's length transaction with a Person not an Affiliate of the Borrower; (b) management, operating, sharing or other similar services arrangements or promissory notes between and among the Borrower, its Subsidiaries and its other Affiliates either existing on the date hereof and described on Schedule 6.13 or, other than in the case of promissory notes, entered into after the date hereof on commercially reasonable terms; (c) tax sharing arrangements between the Borrower and PG&E Corp. approximating the tax position that the Borrower would be in if it were not part of PG&E Corp.'s consolidated group, as determined by the management of the Borrower in its reasonable business judgment or such other arrangements as may be approved by the Lenders prior to the date hereof; or (d) paying or declaring any Distribution to the extent permitted under Section 6.14. The provisions of this Section 6.13 shall not apply to (i) transactions between the Borrower or any of its Subsidiaries, on the one hand, and any employee of the Borrower or any of its Subsidiaries, on the other hand, that are approved by the Board of Directors of the Borrower or any committee of the Board of Directors and (ii) the payment of reasonable and customary regular fees to directors of the Borrower or any Subsidiary may engage in any transactions in the ordinary course of business at prices and on terms and conditions (taken as a whole) not less favorable to the Borrower or such Subsidiary in any material respect than could be obtained in a comparable transaction on an arm’s-length basis from unrelated third parties, provided, that in the case of any such transaction (or series of related transactions) involving aggregate consideration to any party in excess of $5,000,000, the Borrower shall provide the Administrative Agent with a fairness opinion from a financial advisor of nationally recognized standing as to the fairness of such transaction to the Loan Parties; (c) the Transactions and the payment of fees and expenses made in connection with the Transactions as required by the Acquisition Agreement, (d) the payment of any Management Fees, (e) issuances of Equity Interests of the Borrower to the extent otherwise not prohibited by this Agreement, (f) employment and severance arrangements between the Borrower and its Subsidiaries and their respective officers and employees in the ordinary course of business or otherwise required by the documents governing the Transactions (including loans and advances to the extent constituting permitted Investments), (g) any transaction pursuant to any arrangement existing as of the Closing Date and set forth on Schedule 6.08, (h) 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, consultants and employees of Holdings (or any direct or indirect parent thereof), the Borrower and its Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Subsidiaries, (i) any Restricted Payments permitted under Section 6.07Borrower.

Transactions with Affiliates. Sell Enter into any transaction or transfer any property series of transactions, whether or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions between or among Loan Parties, and (b) the Borrower or any Subsidiary may engage in any transactions not in the ordinary course of business at prices and business, with any Affiliate (an "Affiliate Transaction"), unless (i) such Affiliate Transaction is on terms and conditions substantially as favorable (taken or more favorable) to Borrower as a whole) not less favorable to would be obtainable by Borrower at the Borrower or such Subsidiary in any material respect than could be obtained time in a comparable transaction on an arm’sarm's-length basis from unrelated third parties, provided, that in the case of transaction with a Person other than an Affiliate and (ii) with respect to any such transaction (or series of related transactions) Affiliate Transaction involving aggregate consideration to any party in excess of $5,000,000, the Borrower shall provide the Administrative Agent with a fairness an opinion from a financial advisor of nationally recognized standing as to the fairness to Borrower of such transaction Affiliate Transaction from a financial point of view is issued by an accounting, appraisal or investment banking firm of national standing. In addition, notwithstanding the foregoing, Borrower and the Restricted Subsidiaries shall be entitled to make the Loan Partiesfollowing payments or enter into the following transactions: (a) intercompany loans in compliance with Section 7.12; (b) cash contributions made to Subsidiaries pursuant to Section 7.12; (c) the Transactions and the payment of reasonable and customary fees and reimbursement of expenses made in connection with the Transactions as required by the Acquisition Agreement,payable to directors; Schedule 1, Pg. 00 00 (dx) the payment of any Management Fees, (e) issuances of Equity Interests of the Borrower xxxloyment arrangements with respect to the extent otherwise not prohibited by this Agreement, (f) employment and severance arrangements between the Borrower and its Subsidiaries and their respective performance of services of directors, officers and employees in the ordinary course of business or otherwise required by the documents governing the Transactions (including loans and advances to the extent constituting permitted Investments), (g) any transaction pursuant to any arrangement existing as of the Closing Date and set forth on Schedule 6.08, (h) the payment of customary reasonable fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, members of the board of directors, officers, consultants and employees of Holdings in connection therewith; (or any direct or indirect parent thereof), the e) intercompany transfers among Borrower and its Restricted Subsidiaries in the ordinary course of business business; (f) Restricted Payments that are in compliance with Section 7.10; (g) sales of Equity Interests (other than Disqualified Stock) of Borrower to the extent attributable Laidxxx Xxxpanies; (h) pay up to $5,000,000 annually to the ownership Laidxxx Xxxpanies for management or operation of other services provided by the Borrower and its Subsidiaries, Laidxxx Xxxpanies; and (i) make payments to, or receive benefits from, the Laidxxx Xxxpanies for any Restricted Payments permitted under Section 6.07income tax liability, or loss, that Borrower would have been required to pay tax on, or receive benefit for, had Borrower filed on a separate return basis; provided, however, that no payments shall be made by Borrower to the Laidxxx Xxxpanies if immediately following such payment Borrower would have less than $10,000,000 of available Cash Equivalents or Availability.

Transactions with Affiliates. Sell or transfer Each Borrower will not, and will not permit any property or assets Loan Party Subsidiary to, directly or purchase indirectly, enter into or acquire permit to exist any property transaction with any Affiliate of any Borrower or assets from, or otherwise engage in any other transactions with, any of its Affiliates, exceptLoan Party Subsidiary except for: (a) transactions between such Borrower or among such Loan PartiesParty Subsidiary, andon the one hand, and any Affiliate of such Borrower or such Loan Party Subsidiary, on the other hand, so long as such transactions are no less favorable, taken as a whole, to such Borrower or such Loan Party Subsidiary, as applicable, than would be obtained in an arm's length transaction with a non-Affiliate, (b) the Borrower or any Subsidiary may engage in any transactions in the ordinary course of business at prices and on terms and conditions (taken as a whole) not less favorable to the Borrower or such Subsidiary in any material respect than could be obtained in a comparable transaction on an arm’s-length basis from unrelated third parties, provided, that in the case of any such transaction (or series of related transactions) involving aggregate consideration to any party in excess of $5,000,000, the Borrower shall provide the Administrative Agent with a fairness opinion from a financial advisor of nationally recognized standing as to the fairness of such transaction to the Loan Parties; (c) the Transactions and the payment of fees and expenses made in connection with the Transactions as required by the Acquisition Agreement, (d) the payment of any Management Fees, (e) issuances of Equity Interests of the Borrower to the extent otherwise not prohibited by this Agreement, (f) employment and severance arrangements between the Borrower and its Subsidiaries and their respective officers and employees in the ordinary course of business or otherwise required by the documents governing the Transactions (including loans and advances to the extent constituting permitted Investments), (g) any transaction pursuant to any arrangement existing as of the Closing Date and set forth on Schedule 6.08, (h) the payment of customary fees and reasonable out-of-out of pocket costs to, to and indemnities provided on behalf offor the benefit of directors (or comparable managers), members of the board of directors, officers, consultants officers and employees of Holdings (or any direct or indirect parent thereof), the such Borrower and its Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower, (c) payment of reasonable compensation, severance, or employee benefit arrangements to employees, officers, and outside directors of such Borrower in the ordinary course of business and its Subsidiariesconsistent with industry practice, (d) transactions among Borrowers and their Affiliates that are consistent with past practices of such Borrower or such Affiliates and pursuant to the reasonable requirements of such Borrower's or such Affiliate's business and in accordance with the terms of the agreements (as in effect on the date hereof) listed on Schedule 6.10 hereof; provided, that, with respect to Inventory purchases made by Borrowers from Affiliates (iother than another Borrower), Borrowers shall not shorten, and shall not agree with their Affiliates to shorten, the payment terms from the terms for inventory purchases set forth in Schedule 6.10(a) any Restricted Payments annexed hereto or otherwise consistent with past practices (including prepayment for inventory and other costs consistent with such Borrower's past practices), and (e) transactions permitted under by Section 6.076.1, 6.3 6.6(a), 6.7 or Section 6.9.

Transactions with Affiliates. Sell or transfer No Loan Party shall, nor shall it permit any property or assets Restricted Subsidiary to, directly or purchase indirectly, enter into any transaction of any kind with any Affiliate of any Loan Party, whether or acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions between or among Loan Parties, and (b) the Borrower or any Subsidiary may engage in any transactions not in the ordinary course of business at prices business, other than on fair and on reasonable terms and conditions (taken as a whole) not less substantially as favorable to the Borrower such Loan Party or such Subsidiary in any material respect than could as would be obtained obtainable by such Loan Party or such Subsidiary at the time in a comparable arm’s length transaction on with a Person that is not an arm’sAffiliate except: 93 Xxxxx Xxxxxx Credit and Guaranty Agreement AMERICAS/2024027744.12 4860-length basis from unrelated third parties, provided, that in the case of any 7476-1089.6 (a) if such transaction (or series of related transactions) involving aggregate consideration to is among Parent, any party in excess of $5,000,000Holding Companies, JH Insurance, Holdings, the Borrower shall provide Borrowers and/or one or more Restricted Subsidiaries or any entity that becomes a Restricted Subsidiary as a result of such transaction; (b) the Administrative Agent with a fairness opinion from a financial advisor issuance of nationally recognized standing as Equity Interest by Parent, Holdings or any other Restricted Subsidiary to the fairness management of such transaction Person, pursuant to the Loan Partiesarrangements described in clause (k) below; (c) equity issuances, repurchases, retirements, redemptions or other acquisitions or retirements of Equity Interest by Parent, Holdings, or the Transactions Borrower permitted under Section 7.06 and any actions by Parent, Holdings, or the payment of fees and expenses made in connection with Borrower to permit the Transactions as required by the Acquisition Agreement,same; (d) the payment of any Management Fees, (e) issuances of Equity Interests of loans, guarantees and other transactions by Parent, Holdings, or the Borrower to the extent otherwise not prohibited by this Agreement,Article VII (other than by reliance on this Section 7.08); (fe) employment the entry into, performance under, and making of any payments in respect of any employment, compensation and severance arrangements and health, disability and similar insurance or benefit plans or supplemental executive retirement benefit plans or arrangements between Parent, Holdings, the Borrower and its the Restricted Subsidiaries and their respective officers directors, officers, managers, employees, consultants or independent contractors (including management and/or employee benefit plans or agreements, stock/equity/option plans, management equity plans, subscription agreements or similar agreements pertaining to the repurchase of Equity Interests pursuant to put/call rights or similar rights with current or former employees, officers, managers, directors, consultants or independent contractors and employees stock option or incentive plans and other compensation arrangements) in the ordinary course of business or as otherwise required approved by the documents governing the Transactions (including loans and advances to the extent constituting permitted Investments),Board of Directors of Parent or Holdings; (g) any transaction pursuant to any arrangement existing as of the Closing Date and set forth on Schedule 6.08, (hf) the payment of customary fees fees, compensation and reasonable out-of-pocket costs to, and benefits, indemnities and reimbursements and employment and severance arrangements provided on behalf of, members of or for the board of benefit of, future, current or former, directors, managers, consultants, officers, consultants employees and employees independent contractors of Holdings (or any direct or indirect parent thereof)Parent, Holdings, the Borrower and its the Restricted Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of Parent, Holdings and the Borrower Restricted Subsidiaries; (g) transactions pursuant to permitted agreements in existence on the Closing Date and its Subsidiariesset forth on Schedule 7.07 or any amendment thereto to the extent such an amendment is not adverse, taken as a whole, to the interests of the Lenders in any material respect as compared to the applicable agreement in effect on the Closing Date (iin the good-faith judgment of Holdings); (h) any Restricted Payments permitted under Section 6.077.06, and Investments permitted under Section 7.02; (i) any issuance or transfer of Equity Interests, or other payments, awards or grants in cash, securities, Capital Stock or otherwise pursuant to, or the funding of, employment arrangements, equity options and equity ownership plans approved by the Board of Directors of Parent, Holdings, the Borrower or any Restricted Subsidiary, as the case may be and the granting and performing of customary registration rights; 94 Xxxxx Xxxxxx Credit and Guaranty Agreement AMERICAS/2024027744.12 4860-7476-1089.6 (j) the issuance and sale of any Equity Interests of the Borrower permitted under this Agreement; (k) any contribution by Parent to the capital of Holdings or any Restricted Subsidiary; (l) any transaction between or among Parent, Holdings, the Borrower or any Restricted Subsidiary and any Affiliate of Parent, Holdings, the Borrower or a joint venture or similar Person that would constitute an Affiliate transaction solely because Parent, Holdings, the Borrower, or a Restricted Subsidiary owns Capital Stock in or otherwise controls such Affiliate, joint venture or similar Person or due to the fact that a director of such joint venture or similar Person is also a director of the Parent, Holdings, Borrower or any Restricted Subsidiary (or any parent entity); (m) customary transactions effected as part of any Qualified Receivables Transaction that are otherwise permitted under this Agreement; (n) the entering into, and payments by, the Parent, Holdings, the Borrower, and the Restricted Subsidiaries pursuant to tax sharing agreements among any such Persons on customary terms; (o) transactions in which the Borrower or any Restricted Subsidiary, as the case may be, delivers to the Administrative Agent a letter from an independent financial advisor (reasonably satisfactory to the Administrative Agent) stating that such transaction is fair to Parent, Holdings, the Borrower, or such Restricted Subsidiary from a financial point of view or meets the requirements of the introductory paragraph of this Section; (p) payments, loans, advances or guarantees (or cancellation of loans, advances or guarantees) to future, current or former employees, directors or consultants of Parent, Holdings, the Borrower, any of the Restricted Subsidiaries in an aggregate amount not to exceed, at any time, $40 million, and employment agreements, stock option plans and other compensatory arrangements with any such employees, directors or consultants which, in each case, are approved by Holdings in good faith; (q) pledges of Capital Stock of Unrestricted Subsidiaries; (r) the existence and performance of agreements and transactions with any Unrestricted Subsidiary that were entered into prior to the designation of a Restricted Subsidiary as such Unrestricted Subsidiary to the extent that the transaction was permitted at the time that it was entered into with such Restricted Subsidiary (and not entered into in contemplation of such designation) and transactions entered into by an Unrestricted Subsidiary with an Affiliate prior to the redesignation of any such Unrestricted Subsidiary as a Restricted Subsidiary (and not entered into in contemplation of such designation); and 95 Xxxxx Xxxxxx Credit and Guaranty Agreement AMERICAS/2024027744.12 4860-7476-1089.6 (s) the existence of, and performance under, customary obligations under the terms of any equityholders agreement, principal investors agreement (including any registration rights or purchase agreement related thereto) to which Parent, Holdings, the Borrower, or any Restricted Subsidiary is a party as of the Closing Date (as such agreement may be amended or otherwise modified from time to time) and any similar agreements relating to the Capital Stock of any of the foregoing which the relevant parties may enter into after the Closing Date (except to the extent the performance of such obligations is otherwise prohibited under the terms of this Agreement).

Transactions with Affiliates. Sell The Credit Parties will not, and will not permit any of its Subsidiaries (including, for purposes of this Section 6.08, the Unrestricted Subsidiaries) to, sell, lease or otherwise transfer any property or assets to, or purchase purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except and the Parent will not engage in any transaction with any Unrestricted Subsidiary, involving aggregate consideration or assets with a fair market value in excess of $250,000, in each case, except (a) transactions between any Credit Party and an Affiliate that is a Credit Party or among Loan Parties, and transactions between Foreign Subsidiaries; (b) the Borrower or transactions between any Subsidiary may engage in any transactions Credit Party and an Affiliate that is not a Credit Party (i) in the ordinary course of business at prices and on terms and conditions (taken as a whole) not less favorable to the Borrower or such Subsidiary in any material respect Credit Party than could be obtained on an arm’s-length basis from unrelated third parties or (ii) constituting Investments in Subsidiaries otherwise permitted under Section 6.04 or Investments in Unrestricted Subsidiaries otherwise permitted under Section 6.04(m); (c) transactions between any Affiliate that is not a comparable transaction Credit Party and another Affiliate that is not a Credit Party, provided that if any such Affiliate is a Financial Subsidiary, such transactions shall be in the ordinary course of business at prices and on terms and conditions not less favorable to the Credit Party than could be obtained on an arm’s-length basis from unrelated third parties, provided, that in the case of any such transaction (or series of related transactions) involving aggregate consideration to any party in excess of $5,000,000, the Borrower shall provide the Administrative Agent with a fairness opinion from a financial advisor of nationally recognized standing as to the fairness of such transaction to the Loan Parties; (c) the Transactions and the payment of fees and expenses made in connection with the Transactions as required by the Acquisition Agreement, ; (d) the payment of any Management Fees, transactions listed on Schedule 6.08; (e) issuances of Equity Interests of the Borrower to the extent otherwise not prohibited by this Agreement, ordinary course executive compensation arrangements consistent with past practices; (f) employment and severance arrangements between the Borrower and its Subsidiaries and their respective officers and employees in the ordinary course of business or otherwise required by the documents governing the Transactions (including loans and advances transactions pursuant to the extent constituting permitted Investments), TagStation Transaction Documents; (g) any transaction pursuant to any arrangement existing as of the Closing Date and set forth on Schedule 6.08, (h) the payment of customary fees and indemnities to directors, officers and employees and reimbursement of reasonable out-of-pocket costs of directors in the ordinary course; (h) the Transactions; and (i) the Going Private Transaction and the payment of any costs and expenses incurred or reimbursed by the Borrower in connection with the investigation, exploration, negotiation, prosecution, defense or documentation of the Going Private Transaction (regardless of whether the Going Private Transaction is consummated) (including, but not limited to, legal, advisory and indemnities provided on behalf of, members of litigation costs associated therewith and fees and expenses incurred in connection with SEC and other regulatory matters). In addition to and without limiting the board of directors, officers, consultants and employees of Holdings (or any direct or indirect parent thereof)foregoing, the Borrower will not, and will not permit any of its Subsidiaries in to, (x) transfer any portion of the ordinary course of business to the extent attributable to the ownership or operation operations of the Borrower or its Subsidiaries (whether related to general overhead functions and its Subsidiariesexpenses or operating activities at, or expenses of, any Station or Magazine, or any significant portion of the property, assets and ownership rights used in connection with the operation of a Station or Magazine), (iy) outsource any Restricted Payments permitted under Section 6.07services required in connection with the operation of any such Station or Magazine, or any significant portion of the property, assets and ownership rights used in connection with the operation of a Station or Magazine owned by it, or (z) engage in any other activity or enter into any other arrangement in connection with such Station or Magazine, or any significant portion of the property, assets and ownership rights used in connection with the operation of such Station or Magazine owned by it, in each of clauses (x), (y) and (z), with or to any Unrestricted Subsidiary, any Affiliate of the Borrower or any of its Subsidiaries or any other Person in whom the Borrower or any of its Subsidiaries has an Investment if in any such case the effect would be to increase the Borrower’s Consolidated EBITDA for any period to an amount in excess of what the Borrower’s Consolidated EBITDA would have been in the absence of such activity or arrangement.

Transactions with Affiliates. Sell or transfer any property or assets toHoldings will not, or purchase or acquire any property or assets from, or otherwise engage in any other transactions with, and will not permit any of its AffiliatesSubsidiaries to, except enter into any transaction or series of related transactions with any Affiliate of Holdings or any of its Subsidiaries (a) transactions between or among Loan Parties, and (b) the Borrower other than Holdings or any Subsidiary may engage in any transactions in the ordinary course of business at prices and thereof), except (x) on terms and conditions (taken substantially as a whole) not less favorable to the Borrower or such Subsidiary in any material respect than could as would reasonably be obtained by the Borrower or such Subsidiary at that time in a comparable transaction on an arm’s-length basis from unrelated third parties, provided, that transaction with a Person other than an Affiliate and (y) in the case of any such transaction (or series of related transactions) transactions involving aggregate consideration to any party one or more payments by the Borrower or its Subsidiaries in excess of $5,000,0001,150,000, to the Borrower shall provide extent same has been disclosed to the Administrative Agent with a fairness opinion from a financial advisor of nationally recognized standing as prior to the fairness of such transaction consummation thereof; provided, that the following in any event shall be permitted: (a) Dividends may be paid to the Loan Partiesextent provided in Section 9.03; (b) loans may be made and other transactions may be entered into by Holdings and its Subsidiaries to the extent permitted by Section 9.04(x) or 9.05 (e), (f) and (s); (c) the Transactions customary fees, indemnities and the payment reimbursements may be paid to directors of fees Holdings and expenses made in connection with the Transactions as required by the Acquisition Agreement,its Subsidiaries; (d) the payment of any Management Fees,Holdings may issue Holdings Common Stock (and options, warrants and rights with respect thereto) and Qualified Preferred Stock; (e) issuances of Equity Interests of the Borrower to the extent otherwise not prohibited by this Agreement, (f) employment and severance arrangements between the Borrower Holdings and its Subsidiaries and their respective officers and employees in the ordinary course of business or otherwise required by the documents governing the Transactions (including loans and advances to the extent constituting permitted Investments), (g) any transaction pursuant to any arrangement existing as of the Closing Date and set forth on Schedule 6.08, (h) the payment of customary fees and reasonable out-of-pocket costs tomay enter into, and indemnities provided on behalf ofmay make payments under, members of the board of directorsemployment agreements, employee benefits plans, stock option plans, indemnification provisions and other similar compensatory arrangements with officers, consultants employees and employees directors of Holdings (or any direct or indirect parent thereof), the Borrower and its Subsidiaries in the ordinary course of business business; (f) (i) transactions pursuant to this Agreement and the extent attributable other Credit Documents and (ii) payments of principal, interest and fees under the Priming Facility Credit Agreement to Affiliated Persons (as defined in the ownership or operation of Priming Facility Credit Agreement) that are Lenders (as defined in the Priming Facility Credit Agreement) solely in their capacity as Lenders (as defined in the Priming Facility Credit Agreement); and (g) Holdings and/or the Borrower may reimburse the Sponsor and its Affiliates for their (i) reasonable out-of-pocket expenses in an amount not to exceed $115,000 in any Fiscal Year and (ii) indemnification claims, in each case, incurred in connection with their providing management services to Holdings and its Subsidiaries. Notwithstanding anything to the contrary contained herein or in any other Credit Documents, in no event shall Holdings or any of its Subsidiaries pay to Sponsor (i) any Restricted expenses pursuant to any financial advisory, financing, underwriting, or placement agreement (other than, for the avoidance of doubt, the Credit Documents and the Subordination Agreement) or in respect of other investment banking activities, (ii) fees for any transaction-based financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, (iii) any management fees (whether pursuant to a contract currently in existence or hereafter created) or (iv) any out-of-pocket expenses (including reimbursement therefor) except in amounts that would be permitted by clause (g) in this Section 9.06, amounts paid to directors or officers affiliated with the Sponsor pursuant to clauses (c) and (e) in this Section 9.06 or in amounts permitted as Permitted Payments permitted under Section 6.07pursuant to and as defined in the Subordination Agreement.

Transactions with Affiliates. Sell Enter into any transaction of any kind with any Affiliate of the Borrower, whether or transfer any property not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or assets such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, as determined by the Borrower in good faith; provided that the foregoing restriction shall not apply to, or purchase or acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except: (a) transactions between or among the Loan Parties, and; (b) Investments and Restricted Payments permitted hereby; (c) customary fees paid to officers, directors or employees of the Borrower and its Restricted Subsidiaries and customary indemnities provided to officers, directors or employees of the Borrower and its Restricted Subsidiaries; (d) any payments pursuant to any of the Borrower’s employee benefit plans; (i) Guarantees and Performance Contingent Obligations by the Borrower and its Restricted Subsidiaries for the benefit of Joint Ventures, Unrestricted Subsidiaries and variable interest entities, to the extent otherwise permitted by this Agreement and (ii) Liens of the type described in Section 7.01(i) or 7.01(l); (f) so long as the Borrower is subject to the filing requirements of the SEC, any transaction that is otherwise permitted by any Borrower policy regarding such transactions to the extent such policy was approved by the Borrower’s board of directors; (g) any payments or other transaction pursuant to any tax sharing agreement between the Borrower and any other Person with which the Borrower files a consolidated tax return or with which the Borrower is part of a consolidated group for tax purposes; (h) any payments to or from, and transactions with any Joint Venture or any Subsidiary may engage in any transactions variable interest entity in the ordinary course of business at prices and on terms consistent with past practice (including, without limitation, any cash management activities related thereto); (i) guarantees, indemnities, bankers acceptances, surety bonds and conditions (taken as a whole) not less favorable to letters of credit issued by, or for the account of, and Lxxxx granted for the benefit of, the Borrower or such a Restricted Subsidiary for the benefit of the Borrower or a Restricted Subsidiary, in each case otherwise permitted by this Agreement; (j) the issuance of Equity Interest (other than Disqualified Stock) of the Borrower or any material respect than could be obtained in a comparable transaction on an arm’s-length basis from unrelated third parties, provided, that in the case of any such transaction (or series of related transactions) involving aggregate consideration Restricted Subsidiary to any party in excess of $5,000,000, the Borrower shall provide the Administrative Agent with a fairness opinion from a financial advisor of nationally recognized standing as to the fairness of such Person; (k) any transaction to the Loan Parties; (c) extent the Transactions and the payment of fees and expenses made in connection with the Transactions as required consideration paid by the Acquisition Agreement, Borrower or Restricted Subsidiary is (di) Equity Interests of the payment of any Management Fees, Borrower (eexcluding Disqualified Stock) issuances or (ii) proceeds from the issuance or sale of Equity Interests of the Borrower (excluding Disqualified Stock); and (l) transactions entered into by a Person prior to the extent otherwise not prohibited by this Agreement, (f) employment and severance arrangements between time such Person becomes a Subsidiary or is merged into the Borrower and its Subsidiaries and their respective officers and employees or a Subsidiary (provided such transaction is not entered into in the ordinary course contemplation of business or otherwise required by the documents governing the Transactions (including loans and advances to the extent constituting permitted Investmentssuch event), (g) any transaction pursuant to any arrangement existing as of the Closing Date and set forth on Schedule 6.08, (h) 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, consultants and employees of Holdings (or any direct or indirect parent thereof), the Borrower and its Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Subsidiaries, (i) any Restricted Payments permitted under Section 6.07.

Transactions with Affiliates. Sell Directly or transfer indirectly enter into or permit to exist any property transaction between any Loan Party or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transactions with, any of its AffiliatesSubsidiaries (each, except an “Obligor”) and any Affiliate of a Loan Party which is not an Obligor (a) transactions between or among Loan Partieseach, and (b) the Borrower or any Subsidiary may engage in any a “Non Obligor”), except for: transactions in the ordinary course of such Obligor’s business at prices and on upon fair and reasonable terms and conditions (taken as a whole) not that are no less favorable to the Borrower or such Subsidiary in any material respect Obligor than could would be obtained in a comparable an arm’s length transaction on an arm’s-length basis from unrelated third parties, provided, that in the case of any such transaction (or series of related transactions) involving aggregate consideration to any party in excess of $5,000,000, the Borrower shall provide the Administrative Agent with a fairness opinion from Person that is not a financial advisor of nationally recognized standing as to the fairness of such transaction to the Loan Parties; (c) the Transactions Non Obligor, transactions solely between or among any one or more Obligors, reasonable and the payment of fees and expenses made in connection with the Transactions as required by the Acquisition Agreement, (d) the payment of any Management Fees, (e) issuances of Equity Interests of the Borrower to the extent otherwise not prohibited by this Agreement, (f) employment and severance arrangements between the Borrower and its Subsidiaries and their respective officers and employees in the ordinary course of business or otherwise required by the documents governing the Transactions (including loans and advances to the extent constituting permitted Investments), (g) any transaction pursuant to any arrangement existing as of the Closing Date and set forth on Schedule 6.08, (h) the payment of customary fees and reasonable out-of-pocket costs indemnities provided to, and indemnities provided on behalf ofreasonable and customary fees paid to, members of the board of directors, officers, consultants and employees of Holdings (or any direct or indirect parent thereof), the Borrower and its Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation directors of the Borrower and its Subsidiaries, transactions and other payments expressly permitted by this Agreement and the other Loan Documents, compensation (iincluding bonuses and commissions) and employment, separation and severance of officers, directors, employees and consultants (including expense reimbursement and indemnification) and the establishment and maintenance of benefit programs or arrangements with employees, officers, directors and consultants, including vacation plans, health and life insurance plans, deferred compensation plans and retirement or savings plans and similar plans or equity incentive or equity option plans, including entering into any agreement with respect to the foregoing, performing any Obligor’s obligations thereunder and making any payments in respect thereof, issuances of Qualified Equity Interests not resulting in a Change of Control or otherwise in violation of this Agreement or any other Loan Document, Indebtedness to the extent permitted by Section 7.4, Liens to the extent permitted by Section 7.5, Restricted Payments to the extent permitted under Section 6.077.6(a), Investments to the extent permitted under Section 7.6(b) and transactions permitted by Section 7.1 or Section 7.3; transactions existing on the Effective Date and listed on Schedule 7.7; transactions in which the Borrower delivers to the Lender a letter from an accounting, appraisal or investment banking firm of national standing stating that such transaction is fair to the Borrower or such Subsidiary from a financial point of view; and (x) transactions which are approved by a majority of the disinterested members of the board of directors of the Borrower in good faith.

Transactions with Affiliates. Sell Directly or transfer indirectly enter into or permit to exist any property transaction with any Affiliate of Borrower or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, exceptSubsidiary of Borrower except for: 2339 (a) transactions (other than the payment of management, consulting, monitoring, or advisory fees) between or among Loan Parties, and (b) the Borrower or its Subsidiaries, on the one hand, and any Subsidiary may engage in any Affiliate of Borrower or such Subsidiary, on the other hand, so long as such transactions in the ordinary course of business at prices and on terms and conditions (taken as a wholei) not less favorable are fully disclosed to Agent prior to the consummation thereof, if they involve one or more payments by Borrower or such Subsidiary in excess of $500,000 for any material respect than could be obtained in a comparable single transaction on an arm’s-length basis from unrelated third parties, provided, that in the case of any such transaction (or series of related transactions, and (ii) involving aggregate consideration are no less favorable, taken as a whole, to any party Borrower or such Subsidiary, as applicable, than would be obtained in excess of $5,000,000, the Borrower shall provide the Administrative Agent an arm’s length transaction with a fairness opinion from a financial advisor non-Affiliate, (b) so long as it has been approved by Borrower’s or such Subsidiary’s Board of nationally recognized standing as to Directors (or comparable governing body) in accordance with applicable law, any indemnity provided for the fairness benefit of directors (or comparable managers), officers, employees and agents of Borrower or such transaction to the Loan Parties;Subsidiary, (c) the Transactions and so long as it has been approved by Borrower’s or such Subsidiary’s Board of Directors (or comparable governing body) in accordance with applicable law, the payment (and any agreement, plan or arrangement relating thereto) of fees and expenses made in connection with the Transactions as required by the Acquisition Agreement, (d) the payment of any Management Fees, (e) issuances of Equity Interests of the Borrower to the extent otherwise not prohibited by this Agreement, (f) employment and severance arrangements between the Borrower and its Subsidiaries and their respective officers and employees in the ordinary course of business or otherwise required by the documents governing the Transactions reasonable compensation (including loans bonuses), severance, or employee benefit arrangements (including retirement, health, option, deferred compensation and advances other benefit plans) to the extent constituting permitted Investments), (g) any transaction pursuant to any arrangement existing as of the Closing Date and set forth on Schedule 6.08, (h) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, members of the board of directorsemployees, officers, consultants and employees directors of Holdings (or any direct or indirect parent thereof), the Borrower and its Subsidiaries in the ordinary course of business, (d) loans and advances to employees, directors, officers and consultants in the ordinary course of business in an aggregate principal amount not to exceed $500,000 at any time outstanding, (e) transactions entered into solely between Loan Parties, (f) any agreement or arrangement described on Schedule 6.12 and any amendment, modification, extension or replacement of such agreement or arrangement so long as such amendment, modification, extension or replacement (x) is not less favorable in any material respect to Borrower or any Subsidiary, taken as a whole, as the original agreement as in effect on the date hereof as determined in good faith by such Person’s board of directors (or comparable governing body) in accordance with applicable law or (y) is an amendment, modification, extension or replacement of any agreement or arrangement for payments of a type described in clause (c) above made in the ordinary course of business and has been approved by the applicable Borrower or Subsidiary’s board of directors (or comparable governing body), 2340 (g) transactions permitted by Section 6.3, Section 6.9, Section 6.11, or Section 6.14 or any transactions permitted pursuant to clauses (p) and/or (q) of the definition of “Permitted Indebtedness”, (h) the existence of, or the performance by Borrower or any of its Subsidiaries of its obligations under the terms of, any stockholders agreement (including any registration rights agreement) to which it is a party as of the date hereof and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by Borrower or any of its Subsidiaries of obligations under, any future amendment to any such existing agreement or any similar agreement entered into after the date hereof shall only be permitted by this clause (h) to the extent attributable that the terms of any such amendment or new agreement are not otherwise disadvantageous in any material respect to the ownership or operation of Lenders when taken as a whole as compared to the Borrower and its Subsidiaries, original agreement in effect on the date hereof, (i) any Restricted Payments permitted under Section 6.07agreement between any Person and an Affiliate of such Person existing at the time such Person is acquired by or merged into Borrower or its Subsidiary; provided that such agreement was not entered into in contemplation of such acquisition or merger, or any amendment thereto so long as such amendment, extension or modification is not more disadvantageous to the Lenders in any material respect, and (j) the Transactions and the payment of all fees and expenses related thereto.

Transactions with Affiliates. Sell Enter into any transaction of any kind with the Facility Guarantor or transfer any property Affiliate of the Facility Guarantor, whether or assets tonot in the ordinary course of business, other than (A) on terms substantially as favorable to the Company or purchase such Subsidiary as would be obtainable by the Company or acquire such Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate or (B) any property such transaction or assets fromseries of related or similar transactions involving an amount (in the case of such a transaction or transactions providing for periodic payments or installments, including the aggregate amount of such payments or otherwise engage installments, and in the case of Indebtedness, including the largest aggregate amount that may be outstanding thereunder and the largest amount of interest and fees that may become due 75 thereunder in any other transactions with, any twelve month period) not in excess of its Affiliates, except$25,000,000; provided that the foregoing restriction shall not apply to: (a) transactions between otherwise permitted hereunder with a Joint Venture pursuant to a Joint Venture Agreement to which a Significant Shareholder and/or an Affiliate of a Significant Shareholder (other than the Company or among Loan Parties, andany of its Subsidiaries) is also a party; provided that such Joint Venture Agreement is on terms substantially as favorable to the Company or such Subsidiary as would be obtainable by the Company or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate; (b) transactions otherwise permitted hereunder between or among the Borrower or Company and any of its Subsidiaries (other than any Subsidiary may engage of the Company that is a Joint Venture described in any transactions in the ordinary course of business at prices clause (a) above) or between and on terms and conditions (taken as a whole) not less favorable to the Borrower or such Subsidiary in any material respect than could be obtained in a comparable transaction on an arm’s-length basis from unrelated third parties, provided, that in the case of among any such transaction (or series of related transactions) involving aggregate consideration to any party in excess of $5,000,000, the Borrower shall provide the Administrative Agent with a fairness opinion from a financial advisor of nationally recognized standing as to the fairness of such transaction to the Loan PartiesSubsidiaries; (c) the Transactions and the payment of fees and expenses Guarantees made in connection with the Transactions as required by the Acquisition Agreement,Company or any of its Subsidiaries otherwise permitted under Section 7.03 in respect of any Affiliate of such Person; (d) the payment of any Management Fees,Restricted Payments permitted by Section 7.06; (ei) issuances of Equity Interests expense reimbursement, indemnities, salaries and other compensation to current and former officers, directors, consultants, advisors and employees of the Borrower to Facility Guarantor, the extent otherwise not prohibited by this Agreement, Company or any Subsidiary of the Company, or (fi) employment entering into (and payments under) employment, benefit plans, service and severance arrangements between the Borrower with current and its Subsidiaries and their respective officers former officers, directors, consultants, advisors and employees in the ordinary course of business or otherwise required by the documents governing the Transactions (including loans and advances to the extent constituting permitted Investments), (g) any transaction pursuant to any arrangement existing as of the Closing Date and set forth on Schedule 6.08, (h) Facility Guarantor, the payment Company or any Subsidiary of customary fees and reasonable out-of-pocket costs tothe Company, including, without limitation, grants of securities, stock options, and indemnities provided on behalf ofsimilar rights, members of as determined in good faith by the board of directors, officers, consultants and employees a committee thereof or senior management of Holdings (or any direct or indirect parent thereof)the Facility Guarantor, the Borrower and its Subsidiaries Company or such Subsidiary, as applicable; and (f) transactions pursuant to or in connection with the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Subsidiaries, (i) any Restricted Payments permitted under Section 6.07Transactions.

Transactions with Affiliates. Sell The Borrower will not, nor will it permit any of its respective Restricted Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its AffiliatesAffiliates in a transaction in excess of the greater of (x) $2,000,000 and (y) 5.0% of Consolidated Cash EBITDA for the Test Period most recently ended on or prior to the date of such transaction (measured as of the date of such transaction based upon the financial statements most recently delivered (or required to have been delivered) on or prior to such date pursuant to Section 5.01(a) or (b)), except : (ai) transactions between or among Loan Partieswith Holdings, and (b) the Borrower or any Restricted Subsidiary may engage in (or any transactions in the ordinary course entity that becomes a Restricted Subsidiary as a result of business at prices and such transaction); (ii) on terms and conditions (taken substantially as a whole) not less favorable to the Borrower or such Restricted Subsidiary in any material respect than could as would be obtained obtainable by such Person at the time in a comparable transaction on an arm’s-length basis from unrelated third parties, provided, that in the case of any such transaction (or series of related transactions) involving aggregate consideration to any party in excess of $5,000,000, the Borrower shall provide the Administrative Agent with a fairness opinion from a financial advisor of nationally recognized standing as to the fairness of such transaction to the Loan Parties; Person other than an Affiliate; (ciii) the Transactions and Transactions, the payment of fees and expenses made in connection with related to the Transactions as and payments required by under the Acquisition Merger Agreement, ; (d) the payment of any Management Fees, (eiv) issuances of Equity Interests of Holdings or the Borrower to the extent not otherwise not prohibited by this Agreement,; (v) (f1) employment employment, consulting, severance and severance other service or benefit related arrangements between Holdings, the Borrower and its the Restricted Subsidiaries and their respective officers officers, directors and employees in the ordinary course of business or otherwise required by the documents governing the Transactions (including loans and advances to the extent constituting permitted Investments), (g) any transaction pursuant to any arrangement existing as Sections 6.04(b) and 6.04(p), salary or guaranteed payments and bonuses) and transactions pursuant to stock option and other equity award plans and employee benefit plans and similar arrangements in the ordinary course of business or consistent with past practice and (2) transactions in existence on the Closing Effective Date and set forth on Schedule 6.09 and any amendment, modification or extension thereof to the extent such amendment, modification or extension, taken as a whole, is not (i) materially adverse to the Lenders or (ii) more disadvantageous to the Lenders than the relevant transaction in existence on the Effective Date; (vi) payments by the Borrower and the Restricted Subsidiaries pursuant to tax sharing agreements among Holdings (and any other Parent Entity), the Borrower and the Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Borrower and the Restricted Subsidiaries, to the extent payments are permitted by Section 6.08, ; (hvii) 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, consultants and employees of Holdings (or any direct or indirect parent thereofother Parent Entity), the Borrower and its the Restricted Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its the Restricted Subsidiaries, ; (iviii) transactions pursuant to permitted agreements in existence or contemplated on the Effective Date and set forth on Schedule 6.09 or any Restricted Payments permitted under Section 6.07.amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect; 178 US-DOCS\115047431.4

Transactions with Affiliates. Sell or transfer Enter into any property or assets to, or purchase or acquire transaction of any property or assets from, or otherwise engage in kind with any other transactions with, any Affiliate of its Affiliates, except (a) transactions between or among Loan Parties, and (b) the Borrower involving aggregate payments or consideration in excess of $1,000,000 for any Subsidiary may engage in any transactions individual transaction or series of related transactions, whether or not in the ordinary course of business at prices business, other than (a) transactions on fair and on reasonable terms and conditions (taken substantially as a whole) not less favorable to the Borrower or such Restricted Subsidiary in any material respect than could as would be obtained obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction on an arm’s-length basis from unrelated third parties, provided, that in the case of any such transaction (or series of related transactions) involving aggregate consideration to any party in excess of $5,000,000, the Borrower shall provide the Administrative Agent with a fairness opinion from a financial advisor of nationally recognized standing as to the fairness of such transaction to the Loan Parties; Person other than an Affiliate, (cb) the Transactions and the payment of fees and expenses made in connection with the Transactions as required by the Acquisition Agreement, (d) the payment of any Management Fees, (e) issuances of Equity Interests of the Borrower to the extent otherwise not prohibited by this Agreement, (f) employment and severance arrangements between transactions amongst the Borrower and its Restricted Subsidiaries and their respective officers and employees in the ordinary course or any entity that becomes a Restricted Subsidiary as a result of business or otherwise required by the documents governing the Transactions such transaction, (c) payment of reasonable compensation (including loans reasonable salary, bonus and advances to the extent constituting permitted Investments), other reasonable incentive arrangements) and stock option and other equity or incentive award plans and employee benefit plans, practices and arrangements for directors, officers, employees, managers, consultants and independent contractors, (gd) any transaction pursuant to any arrangement existing as of the Closing Date and set forth on Schedule 6.08, (h) the payment of customary directors’ fees and reasonable out-of-out of pocket costs to, and indemnities provided on behalf of, members of the board of directors, officers, employees, consultants and employees independent contractors of Holdings (or any direct or indirect parent thereof), the Borrower and its Subsidiaries Restricted Subsidiaries, (e) Restricted Payments permitted pursuant to Section 8.06, (f) Investments permitted by Section 8.02(b), Section 8.02(c), Section 8.02(g), Section 8.02(o), (g) Dispositions permitted by Section 8.05(h), (h) transactions pursuant to agreements, instruments or arrangements in existence on the Closing Date and set forth in Schedule 8.09 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect, (i) transactions with customers, clients, joint venture partners, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement that are fair to the extent attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries, in the reasonable determination of the Board of Directors or the senior management of the Borrower, or are on terms at least as favorable as might reasonably have been obtained at such time from a Person that is not an Affiliate, (ij) transactions in which the Borrower or any of the Restricted Payments Subsidiaries, as the case may be, deliver to the Administrative Agent a letter from an independent financial advisor stating that such transaction is fair to the Borrower or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (a) of this Section 8.09, (k) payments to or from, and transactions with, joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by the Borrower and its Restricted Subsidiaries in such joint venture) to the extent otherwise constituting an Investment or Restricted Payment permitted under this Agreement, (l) Indebtedness permitted by Section 6.078.03(j), and (m) transactions with an Escrow Borrower, including any Escrow Funding Assignment, any Escrow Assumption and the entrance into any agreements related thereto so long as the proceeds of any related Indebtedness of the assets or Capital Stock acquired therewith are promptly contributed or otherwise transferred to the Borrower or a Subsidiary promptly upon the use of such proceeds.

Transactions with Affiliates. Sell or transfer No Obligor shall, nor shall it permit any property or assets Debtor to, (i) sell, transfer, distribute, or pay any money or property, including, but not limited to, any fees or expenses of any nature (including, but not limited to management or service fees), to any Affiliate (other than the other Debtors), (ii) lend or advance money or property to, invest in (by capital contribution or otherwise) or purchase or acquire repurchase any stock, indebtedness or any property of, any Affiliate or assets from(iii) become liable on any Guaranty of the indebtedness, dividends, or otherwise engage in other obligations of any other transactions with, Affiliate (any of its Affiliatesthe foregoing, except“Affiliate Investments”); provided that the foregoing shall not prohibit any of the following: (a) transactions between or among Loan Parties, andupon fair and reasonable terms no less favorable to such Debtor than it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate; (b) Affiliate Investments among the Borrower or any Subsidiary may engage General Partner and its Subsidiaries; (c) Affiliate Investments existing as of the Closing Date; (d) Affiliate Investments by the General Partner and its Subsidiaries in any Affiliate of the General Partner and its Subsidiaries that is not a Debtor consisting of (i) required capital contributions pursuant to agreements or instruments existing as of the Closing Date or voted on by the partners or members of such Affiliate, or (ii) otherwise, in an aggregate amount under this clause (ii) not to exceed $100,000,000 in any Affiliate that is not a Subsidiary; provided that if (x) an Event of Default has occurred and is continuing and (y) the Investment Agreement has been terminated in accordance with its terms, then no Affiliate Investments under clause (i) or (ii) in an amount of $1,000,000 or more shall be made without the prior written consent of the Majority Lenders; (e) transactions in the ordinary course of business at prices and on terms and conditions (taken as a whole) not less favorable to the Borrower or such Subsidiary in any material respect than could be obtained in a comparable transaction on an arm’s-length basis from unrelated third parties, provided, that in the case of any such transaction (or series of related transactions) involving aggregate consideration to any party in excess of $5,000,000, the Borrower shall provide the Administrative Agent with a fairness opinion from a financial advisor of nationally recognized standing as to the fairness of such transaction to the Loan Parties; (c) the Transactions and the payment of fees and expenses made in connection accordance with the Transactions as required by the Acquisition Agreement, (d) the payment of any Management Fees, (e) issuances of Equity Interests of the Borrower to the extent otherwise not prohibited by this Agreement,General Partner’s and its Subsidiaries’ cash management system; (f) employment and severance arrangements between the Borrower and its Subsidiaries and their respective officers and employees in the ordinary course of business or otherwise required by the documents governing the Transactions (including loans and advances to the extent constituting permitted Investments), (g) any transaction pursuant to any arrangement existing as of the Closing Date and set forth on Schedule 6.08, (h) 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, consultants employees and employees members of Holdings (or any direct or indirect parent thereof), management of the Borrower General Partner and its Subsidiaries in the ordinary course of business consisting of advances of payroll, travel expenses, xxxxx cash and similar items; (g) Affiliate Investments reasonably necessary for the General Partner or any of its Subsidiaries to remain qualified as a real estate investment trust, qualified REIT subsidiary or taxable REIT subsidiary under the provisions of the Code; (h) dispositions permitted pursuant to Section 9.8, Debt permitted by Section 9.11(a) and Liens permitted pursuant to Section 9.11(b); (i) Restricted Payments permitted in accordance with Section 9.20 and loans and advances made in lieu of such permitted Restricted Payments; (j) acquisitions of the property and assumptions of obligations of Affiliates resulting from mergers, consolidations, liquidations or dissolutions of any Affiliate permitted by Section 9.8; (k) reasonable and customary director, officer and employee compensation (including bonuses and severance) and other benefits (including retirement, health, stock option and other benefit plans) and indemnification arrangements in the ordinary course of business or to the extent attributable to approved in good faith by the ownership board of directors (or operation other governing body) of the Borrower General Partner or its Subsidiaries; (l) the payment of management fees by the Debtor which owns Willowbrook Mall to GGMI in accordance with the Amended and Restated Willowbrook Mall Property Management Agreement dated December 19, 1995; (m) equity issuances not prohibited by this Agreement; (n) reasonable and customary fees paid to members of the board of directors (or other governing body) of the General Partner and its SubsidiariesSubsidiaries (or its direct or indirect parent) and reimbursement of reasonable out-of-pocket costs and expenses of such Persons; (o) Affiliate Investments consisting of Customary Contingent Guarantees; and (p) so long as the Investment Agreement has not terminated in accordance with its terms, (i) any Restricted Payments permitted under Section 6.07other Affiliate Investment not prohibited by the Investment Agreement.

Transactions with Affiliates. Sell Neither Holdings nor the Borrower will, nor will they permit any Restricted Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except: (ai) (A) transactions between or among Loan Partieswith Holdings, and (b) the Borrower or any Restricted Subsidiary may engage in any and (B) transactions in involving aggregate payments or consideration of less than the ordinary course greater of business at prices $4,000,000 and 5.0% of Consolidated EBITDA for the Test Period then last ended prior to such transaction determined on a Pro Forma Basis; (ii) on terms and conditions (taken substantially as a whole) not less favorable to Holdings, the Borrower or such Restricted Subsidiary in any material respect than could as would be obtained obtainable by such Person at the time in a comparable transaction on an arm’s-length basis from unrelated third parties, provided, that in the case of any such transaction (or series of related transactions) involving aggregate consideration to any party in excess of $5,000,000, the Borrower shall provide the Administrative Agent with a fairness opinion from a financial advisor of nationally recognized standing as to the fairness of such transaction to the Loan PartiesPerson other than an Affiliate; (ciii) the Transactions and the payment of fees and expenses made in connection with related to the Transactions as required by the Acquisition Agreement,Transactions; (div) the payment of any Management Fees,[reserved]; (ev) issuances of Equity Interests of the Borrower Holdings or any Parent Entity to the extent otherwise not prohibited permitted by this Agreement,; (fvi) employment and severance arrangements (including salary or guaranteed payments and bonuses) between Holdings, the Borrower and its the Restricted Subsidiaries and their respective officers officers, managers and employees and other service providers in the ordinary course of business or otherwise required by the documents governing in connection with the Transactions (including loans and advances pursuant to Sections 6.04(b) and 6.04(o)); (vii) payments by Holdings (and any direct or indirect parent thereof), the Borrower and the Restricted Subsidiaries pursuant to tax sharing agreements among Holdings (and any such parent thereof), the Borrower and the Restricted Subsidiaries on customary terms to the extent constituting attributable to the ownership or operation of Holdings, the Borrower and the Restricted Subsidiaries, to the extent payments are permitted Investments),by Section 6.07; (g) any transaction pursuant to any arrangement existing as of the Closing Date and set forth on Schedule 6.08, (hviii) 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, consultants managers, employees and employees other service providers of Holdings (or any direct or indirect parent company thereof), the Borrower and its the Restricted Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of Holdings, the Borrower and its the Restricted Subsidiaries; (ix) transactions pursuant to any agreement or arrangement in existence or contemplated on the Effective Date and set forth on Schedule 6.08 or any amendment, modification, supplement or replacement thereto to the extent such any amendment, modification, supplement or replacement is not adverse to the Lenders when taken as a whole in any material respect as compared to the applicable agreement or arrangement as in effect on the Effective Date as determined by the Borrower in good faith; (ix) any Restricted Payments permitted under Section 6.07.6.07 and loans and advances in lieu thereof pursuant to Section 6.04(l) and prepayments of Indebtedness; (xi) so long as no Event of Default shall have occurred and be continuing, customary payments by Holdings, the Borrower and any Restricted Subsidiaries made for any financial advisory, consulting, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions, divestitures or financings) and any subsequent transaction or exit fee, which payments are approved by the majority of the members of the Board of Directors or a majority of the disinterested members of the Board of Directors of such Person in good faith; (xii) the issuance or transfer of Equity Interests (other than Disqualified Equity Interests), including to any Permitted Holder or to any former, current or future director, manager, officer, employee, consultant or other service provider (or any Affiliate of any of the foregoing) of Holdings, the Borrower, any of the Subsidiaries or any direct or indirect parent of any of the foregoing; (xiii) transactions with any Similar Business otherwise permitted under this Agreement, loans, advances and other transactions between or among Holdings, the Borrower, any Restricted Subsidiary or any joint venture (regardless of the form of legal entity) after the initial formation of, and investment in, such joint venture in which Holdings, the Borrower or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of Holdings but for Holdings’ or a Subsidiary’s ownership of Equity Interests in such joint venture or Subsidiary) to the extent permitted under Article VI; (xiv) Affiliate repurchases of the Loans or Commitments to the extent permitted hereunder and the holding of such Loans and the payments and other related transactions in respect thereof;

Transactions with Affiliates. Sell The Borrower will not, nor will it permit any Restricted Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions respect thereto with, any of its Affiliates, except: (ai) (A) transactions between or among Loan Parties, and (b) with the Borrower or any Restricted Subsidiary may engage in any and (B) transactions in involving aggregate payments or consideration of less than the ordinary course greater of business at prices $13,750,000 and 5% of Consolidated EBITDA for the most recently ended Test Period prior to such transaction; (ii) on terms and conditions (taken substantially as a whole) not less favorable to the Borrower or such Restricted Subsidiary in any material respect than could as would be obtained obtainable by such Person at the time in a comparable transaction on an arm’s-length basis from unrelated third parties, provided, that in the case of any such transaction (or series of related transactions) involving aggregate consideration to any party in excess of $5,000,000, the Borrower shall provide the Administrative Agent with a fairness opinion from a financial advisor of nationally recognized standing as to the fairness of such transaction to the Loan PartiesPerson other than an Affiliate; (ciii) the Transactions and the payment of fees and expenses made in connection with related to the Transactions as required by the Acquisition Agreement,Transactions; (d) the payment of any Management Fees, (eiv) issuances of Equity Interests of the Borrower to the extent otherwise not prohibited permitted by this Agreement,; (fv) employment and severance arrangements (including salary or guaranteed payments and bonuses) between the Borrower and its the Restricted Subsidiaries and their respective officers and employees in the ordinary course of business or otherwise required by the documents governing in connection with the Transactions (including loans and advances pursuant to Sections 6.04(b) and 6.04(p)); (vi) payments by the Borrower and the Restricted Subsidiaries pursuant to tax sharing agreements among the Borrower and the Restricted Subsidiaries on customary terms to the extent constituting attributable to the ownership or operation of the Borrower and the Restricted Subsidiaries, to the extent payments are permitted Investments),by Section 6.08; (g) any transaction pursuant to any arrangement existing as of the Closing Date and set forth on Schedule 6.08, (hvii) 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, consultants officers and employees of Holdings (or any direct or indirect parent thereof)of, the Borrower and its the Restricted Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its the Restricted Subsidiaries; (viii) transactions pursuant to any agreement or arrangement in effect as of the Effective Date and set forth on Schedule 6.09, or any amendment, modification, supplement or replacement thereto (iso long as any such amendment, modification, supplement or replacement is not disadvantageous in any material respect to the Lenders when taken as a whole as compared to the applicable agreement or arrangement as in effect on the Effective Date as determined by the Borrower in good faith); (ix) any Restricted Payments permitted under Section 6.076.08; (x) customary payments by the Borrower and any of the Restricted Subsidiaries made for any financial advisory, consulting, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions, divestitures or financings) and any subsequent transaction or exit fee, which payments are approved by the majority of the members of the Board of Directors or a majority of the disinterested members of the Board of Directors of such Person in good faith; (xi) the issuance or transfer of Equity Interests (other than Disqualified Equity Interests) of the Borrower to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any Affiliate of any of the foregoing) of the Borrower, any of the Subsidiaries or any direct or indirect parent thereof; (xii) [reserved]; (xiii) [reserved]; (xiv) transactions in connection with any Permitted Receivables Financing; (xv) loans, advances and other transactions between or among the Borrower, any Restricted Subsidiary and/or any joint venture (regardless of the form of legal entity) in which the Borrower or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the Borrower but for the Borrower’s or a Subsidiary’s ownership of Equity Interests in such joint venture or Subsidiary) to the extent permitted hereunder; and (xvi) the existence and performance of agreements and transactions with any Unrestricted Subsidiary that were entered into prior to the designation of a Restricted Subsidiary as such Unrestricted Subsidiary to the extent that the transaction was permitted at the time that it was entered into with such Restricted Subsidiary and transactions entered into by an Unrestricted Subsidiary with an Affiliate prior to the redesignation of any such Unrestricted Subsidiary as a Restricted Subsidiary; provided that such transaction was not entered into in contemplation of such designation or redesignation, as applicable.

Transactions with Affiliates. Sell The Borrower will not, nor will it permit any Subsidiary to, sell, lease, license or otherwise transfer any property or assets to, or purchase purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except except (ai) transactions between or among Loan Parties, and (b) the Borrower or any Subsidiary may engage in any transactions in the ordinary course of business at prices and on terms and conditions (taken as a whole) not materially less favorable to the Borrower or such Subsidiary in any material respect than could be obtained in a comparable transaction on an arm’s-length basis from unrelated third parties, provided, that in the case of any such transaction (ii) transactions between or series of related transactions) involving aggregate consideration to any party in excess of $5,000,000, among the Borrower shall provide the Administrative Agent with a fairness opinion from a financial advisor of nationally recognized standing as to the fairness of such transaction to the Loan Parties; (c) the Transactions and the payment of fees Subsidiaries, (iii) loans or advances to employees permitted under Section 6.04, (iv) payroll, travel and expenses made in connection with the Transactions as required by the Acquisition Agreement, similar advances to cover matters permitted under Section 6.04(a)(vi), (dv) the payment of any Management Fees, (e) issuances of Equity Interests reasonable fees to directors of the Borrower to or any Subsidiary who are not employees of the extent Borrower or any Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of the Borrower or the Subsidiaries in the ordinary course of business, (vi) any issuances of securities or other payments, awards or grants in cash, securities or otherwise not prohibited pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by this Agreement, the Borrower’s board of directors, (fvii) employment and severance arrangements between the Borrower and its Subsidiaries and their respective officers and employees entered into in the ordinary course of business between the Borrower or otherwise required any Subsidiary and any employee thereof and approved by the documents governing the Transactions Borrower’s board of directors, (including loans and advances viii) any Restricted Payment permitted by Section 6.06, (ix) transactions pursuant to the extent constituting permitted Investments), (g) any transaction pursuant to any arrangement existing as of the Closing Date and agreements set forth on Schedule 6.08, (h) the payment of customary fees and reasonable out-of-pocket costs to6.07, and indemnities provided on behalf of, members of (x) any transaction with an Affiliate (other than the board of directors, officers, consultants and employees of Holdings (Borrower or any direct or indirect parent thereof), Subsidiary) where the Borrower and its Subsidiaries in the ordinary course of business only consideration paid to the extent attributable to the ownership or operation such Affiliate is Qualified Capital Stock of the Borrower and its Subsidiaries, (i) including conversions pursuant to any Restricted Payments permitted under Section 6.07convertible debt instrument.

Transactions with Affiliates. Sell Section 7.08 (Transactions with Affiliates) is amended to read as follows: “Enter into any transaction of any kind with any Affiliate of the Borrower, whether or transfer any property or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions between or among Loan Parties, and (b) the Borrower or any Subsidiary may engage in any transactions not in the ordinary course of business at prices business, other than on fair and on reasonable terms and conditions (taken substantially as a whole) not less favorable to the Borrower or such Subsidiary as would be obtainable by the Borrower or such Subsidiary at the time in any material respect a comparable arm’s length transaction with a Person other than an Affiliate or, if such transaction is not one that by its nature could be obtained in a comparable transaction from another Person, is on an arm’s-length basis from unrelated third parties, provided, fair and reasonable terms; provided that in the case of any such transaction foregoing restriction shall not apply to transactions (a) between or series of related transactions) involving aggregate consideration to any party in excess of $5,000,000, among the Borrower shall provide the Administrative Agent with a fairness opinion from a financial advisor and any of nationally recognized standing as to the fairness of such transaction to the Loan Parties; its Wholly Owned Subsidiaries or between and among any Wholly Owned Subsidiaries, (b) constituting Investments in Subsidiaries, (c) the Transactions and the payment of fees and expenses made in connection with the Transactions as required by the Acquisition Agreement, (d) the payment of any Management Fees, (e) issuances of Equity Interests constituting Indebtedness of the Borrower to any Subsidiary, Indebtedness of any Subsidiary to the extent otherwise not prohibited Borrower or Indebtedness of any Subsidiary to any other Subsidiary, in each case as permitted by this Agreement, Section 7.03; (fd) employment and severance arrangements between the Borrower and its any Subsidiary or between Subsidiaries of the Borrower, in each case as permitted by Section 7.04 or Section 7.05, (e) constituting Restricted Payments permitted by Section 7.06, (f) constituting reasonable fees and their respective officers and employees in the ordinary course of business or otherwise required by the documents governing the Transactions compensation paid to (including loans issuance and advances to grants of securities and stock options, employment agreements and stock option and ownership plans for the extent constituting permitted Investments), (g) any transaction pursuant to any arrangement existing as of the Closing Date and set forth on Schedule 6.08, (h) the payment of customary fees and reasonable out-benefit of-pocket costs to, and indemnities provided on behalf of) officers, members directors, employees and consultants of the board of directors, officers, consultants and employees of Holdings (Borrower or any direct Subsidiary of the Borrower, and (g) constituting loans or indirect parent thereof), advances to employees and officers of the Borrower and its Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Subsidiaries, (i) any Restricted Payments permitted under by Section 6.077.02(b).”

Transactions with Affiliates. Sell The Borrower will not, nor will it permit any Subsidiary to, sell, lease, license or otherwise transfer any property or assets to, or purchase purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except except (ai) transactions between or among Loan Parties, and (b) the Borrower or any Subsidiary may engage in any transactions in the ordinary course of business at prices and on terms and conditions (taken as a whole) not materially less favorable to the Borrower or such Subsidiary in any material respect than could be obtained in a comparable transaction on an arm’s-length basis from unrelated third parties, provided, that in the case of any such transaction (ii) transactions between or series of related transactions) involving aggregate consideration to any party in excess of $5,000,000, among the Borrower shall provide the Administrative Agent with a fairness opinion from a financial advisor of nationally recognized standing as to the fairness of such transaction to the Loan Parties; (c) the Transactions and the payment of fees Subsidiaries, (iii) loans or advances to employees permitted under Section 6.04, (iv) payroll, travel and expenses made in connection with the Transactions as required by the Acquisition Agreement, similar advances to cover matters permitted under Section 6.04(a)(vi), (dv) the payment of any Management Fees, (e) issuances of Equity Interests reasonable fees to directors of the Borrower to or any Subsidiary who are not employees of the extent Borrower or any Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of the Borrower or the Subsidiaries in the ordinary course of business, (vi) any issuances of securities or other payments, awards or grants in cash, securities or otherwise not prohibited pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by this Agreement, the Borrower’s board of directors, (fvii) employment and severance arrangements between the Borrower and its Subsidiaries and their respective officers and employees entered into in the ordinary course of business between the Borrower or otherwise required any Subsidiary and any employee thereof and approved by the documents governing the Transactions Borrower’s board of directors, (including loans and advances viii) any Restricted Payment permitted by Section 6.06, (ix) transactions pursuant to the extent constituting permitted Investments), (g) any transaction pursuant to any arrangement existing as of the Closing Date and agreements set forth on Schedule 6.08, (h) 6.07 to the payment of customary fees and reasonable out-of-pocket costs toExisting Credit Agreement, and indemnities provided on behalf of, members of (x) any transaction with an Affiliate (other than the board of directors, officers, consultants and employees of Holdings (Borrower or any direct or indirect parent thereof), Subsidiary) where the Borrower and its Subsidiaries in the ordinary course of business only consideration paid to the extent attributable to the ownership or operation such Affiliate is Qualified Capital Stock of the Borrower and its Subsidiaries, (i) including conversions pursuant to any Restricted Payments permitted under Section 6.07convertible debt instrument.

Transactions with Affiliates. Sell or transfer any property or assets toEach Borrower will not, or purchase or acquire any property or assets from, or otherwise engage in any other transactions with, and will not permit any of its AffiliatesSubsidiaries to, except enter into or cause or permit to exist any arrangement, transaction or contract (including for the purchase, lease or exchange of property or the rendering of services) with any Affiliate except (a) transactions between or among Loan Partieswith a value of less than $2,000,000, and (b) the Borrower or any Subsidiary may engage in any transactions in the ordinary course of business at prices on fair and on reasonable terms and conditions (taken as a whole) not no less favorable to the such Borrower or such Subsidiary than it could obtain in any material respect than could be obtained in a comparable transaction on an arm’s-length basis from unrelated third parties, provided, that in the case of any such transaction (or series of related transactions) involving aggregate consideration to any party in excess of $5,000,000, the Borrower shall provide the Administrative Agent with a fairness opinion from a financial advisor of nationally recognized standing as to the fairness of such transaction to the Loan Parties; Person that is not an Affiliate, (c) customary fees to, and indemnifications of, non-officer directors (or equivalent persons) (other than employees of AXXX Corp. or its Affiliates which are not Borrowers) of the Transactions Borrowers and their respective Subsidiaries, (d)(i) the payment of fees compensation and expenses indemnification arrangements and benefit plans for officers and employees of the Borrowers 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 AXXX Corp. or its Controlled Affiliates shall be reasonable and customary and not exceed the allocated costs to the Borrowers and their Subsidiaries based on the relative time such officer spends on behalf of the Borrowers and their Subsidiaries as compared to the relative time spent by such officer on behalf of AXXX Corp. and its Controlled Affiliates and (ii) reasonable severance agreements or payment of severance to applicable employees, directors (or equivalent persons) and officers either approved by the Borrowers’ governing bodies or otherwise entered into or made in the Ordinary Course of Business, (e) transactions solely among Borrowers, transactions expressly permitted by Sections 7.1, 7.4 and 7.8 among Parent and its Subsidiaries and not involving any other Affiliate of Parent, and Restricted Payments permitted by Section 7.7, (f) transactions necessary to exercise the Cure Right, (g) transactions solely among Subsidiaries that are not Borrowers, (h) transactions identified on Schedule 7.10, and (i) transactions expressly permitted by Sections 7.4, 7.7 and 7.8 among Borrowers and Guarantors, Borrowers, Axxx 21, and AXXX Corp., or Borrowers and the MLP, in connection with the Transactions as required 2021 Note Purchase Obligations., and (j) tax sharing arrangements, provided that the amount of payments by Borrowers under such tax sharing arrangements with respect to any fiscal year does not exceed the amount of Tax Distributions permitted to be made by the Acquisition Agreement, (d) the payment of any Management Fees, (e) issuances of Equity Interests of the Borrower Borrowers with respect to the extent otherwise not prohibited by this Agreement, (f) employment and severance arrangements between the Borrower and its Subsidiaries and their respective officers and employees in the ordinary course of business or otherwise required by the documents governing the Transactions (including loans and advances to the extent constituting permitted Investments), (g) any transaction pursuant to any arrangement existing as of the Closing Date and set forth on Schedule 6.08, (h) 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, consultants and employees of Holdings (or any direct or indirect parent thereof), the Borrower and its Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Subsidiaries, (i) any Restricted Payments permitted under Section 6.07such fiscal year.

Transactions with Affiliates. Sell (a) Directly or transfer indirectly, purchase, acquire or lease any property from, or assets sell, transfer or lease any property to, or purchase or acquire any property or assets from, or otherwise engage in any other transactions deal with, any of its AffiliatesAffiliate, exceptexcept for: (ai) transactions between or among Loan Partiestransactions, and (b) the Borrower or any Subsidiary may engage in any transactions arrangements and other business activities entered into in the ordinary course of business at prices and on terms and conditions (taken as a whole) not less favorable to the Borrower or such Subsidiary in any material respect than could be obtained in a comparable transaction business, on an arm’s-length basis from unrelated third parties, provided, that in the case of any such transaction (or series of related transactions) involving aggregate consideration to any party in excess of $5,000,000, the Borrower shall provide the Administrative Agent with a fairness opinion on terms no less favorable than terms which would have been obtainable from a financial advisor of nationally recognized standing as to the fairness of such transaction to the Loan PartiesPerson other than an Affiliate; (cii) the Transactions any employment or compensation arrangement or agreement, employee benefit plan or arrangement, officer or director indemnification agreement or any similar arrangement or other compensation arrangement entered into in good faith, for actual services rendered to any Loan Party or any Subsidiary, by any Loan Party and the payment of fees and expenses made in connection with the Transactions as required by the Acquisition Agreement, (d) the payment of any Management Fees, (e) issuances of Equity Interests of the Borrower to the extent otherwise not prohibited by this Agreement, (f) employment and severance arrangements between the Borrower and its Subsidiaries and their respective officers and employees in the ordinary course of business or otherwise required by the documents governing the Transactions (including loans and advances to the extent constituting permitted Investments), (g) any transaction pursuant to any arrangement existing as of the Closing Date and set forth on Schedule 6.08, (h) 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, consultants and employees of Holdings (or any direct or indirect parent thereof), the Borrower and its Subsidiaries in the ordinary course of business and non-cash payments, issuance of securities or awards pursuant thereto, and including the grant of stock options, restricted stock, stock appreciation rights, phantom stock awards or similar rights to employees and directors in each case approved by the Board of Directors of such Loan Party; and (iii) transactions among Loan Parties and their Subsidiaries expressly permitted by Section 7.1(c), Section 7.3(b), Section 7.4(i), Section 7.5(c), Section 7.5(d) and Section 7.7. (b) Notwithstanding anything herein or in any other Loan Document, to the extent attributable contrary, no Loan Party or Subsidiary of a Loan Party that is a limited liability company divide itself into two or more limited liability companies (pursuant to a “plan of division” as contemplated under Delaware Limited Liability Company Act or otherwise) without the ownership prior written consent of Agent and in the event that any no Loan Party or operation Subsidiary of a Loan Party that is a limited liability company divides itself into two or more limited liability companies (with or without the Borrower prior consent of Agent as required above, any limited liability companies formed as a result of such division (including all series thereof) shall be become a Loan Party under this Agreement and its Subsidiaries, (i) the other Loan Documents and each Loan Party acknowledges and agrees that any Restricted Payments permitted transfer of asset or liabilities in connection with any plan of division without the express prior written consent of Agent shall be a fraudulent transfer and/or fraudulent conveyance under Section 6.07applicable law.

Transactions with Affiliates. (a) Sell or transfer any property or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transactions transaction with, any of its Affiliates, except (a) transactions between or among Loan Parties, and (b) the Borrower Affiliates or any Subsidiary may engage known direct or indirect holder of 10% or more of any class of capital stock of HoldingsParent, unless such transaction is (i) otherwise permitted (or required) under this Agreement (including in connection with any transactions in the ordinary course of business at prices and on Permitted Receivables Financing) or (ii) upon terms and conditions (taken as a whole) not no less favorable to the Borrower Holdings, BorrowerParent or such Subsidiary in any material respect Subsidiary, as applicable, than could would be obtained in a comparable transaction on an arm’s-length basis from unrelated third parties, provided, that in the case of any such transaction (or series of related transactions) involving aggregate consideration to any party in excess of $5,000,000, the Borrower shall provide the Administrative Agent with a fairness opinion from a financial advisor of nationally recognized standing as person that is not an Affiliate; provided that this clause (ii) shall not apply to the fairness indemnification of such transaction directors of HoldingsParent and the other Subsidiaries in accordance with customary practice. (b) The foregoing paragraph (a) shall not prohibit, to the Loan Parties; (c) the Transactions and the payment of fees and expenses made in connection with the Transactions as required by the Acquisition extent otherwise permitted under this Agreement, (di) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the payment funding of, employment arrangements, stock options and stock ownership plans approved by the Board of any Management FeesDirectors of HoldingsParent or the Subsidiaries, (eii) issuances loans or advances to employees of Equity Interests HoldingsParent or any of the Subsidiaries in accordance with Section 6.04(g), (iii) transactions among the Borrower to and the extent Loan Parties and transactions among the Loan Parties otherwise not prohibited permitted by this Agreement, (f) employment and severance arrangements between the Borrower and its Subsidiaries and their respective officers and employees in the ordinary course of business or otherwise required by the documents governing the Transactions (including loans and advances to the extent constituting permitted Investments), (g) any transaction pursuant to any arrangement existing as of the Closing Date and set forth on Schedule 6.08, (hiv) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, members of the board of to directors, officers, consultants and employees of Holdings HoldingsParent and the Subsidiaries in the ordinary course of business, (v) transactions pursuant to permitted agreements in existence on the Amendment Effective Date and set forth on Schedule 6.07 to the Execution Date Credit Agreement or any direct amendment thereto to the extent such amendment is not adverse to the Lenders in any material respect, (vi) any employment agreement or indirect parent thereof), employee benefit plan entered into by HoldingsParent or any of the Borrower and its Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower consistent with past practice, (vii) dividends, redemptions and its Subsidiaries, (i) any Restricted Payments repurchases permitted under Section 6.076.06, (viii) any contribution by HoldingsParent to, or purchase by HoldingsParent of, the equity capital of the BorrowerHoldings; provided that any Equity Interests of the BorrowerHoldings purchased by HoldingsParent shall be pledged to the Collateral Agent on behalf of the Lenders pursuant to the Collateral Agreement, (ix) [intentionally omitted], (x) [intentionally omitted], (xi) transactions with Wholly Owned Subsidiaries of HoldingsParent 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, (xii) any transaction in respect of which HoldingsParent delivers to the Administrative Agent (for delivery to the Lenders) a letter addressed to the Board of Directors of HoldingsParent from an accounting, appraisal or investment banking firm, in each case of nationally recognized standing that is (A) in the good faith determination of HoldingsParent 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 HoldingsParent or such Subsidiary, as applicable, than would be obtained in a comparable arm’s-length transaction with a person that is not an Affiliate, (xiii) [intentionally omitted], (xiv) [intentionally omitted], (xv) transactions pursuant to any Permitted Receivables Financing; and (xvi) transactions pursuant to any Permitted Gas Properties Transactions. (c) [intentionally omitted].

Transactions with Affiliates. Sell Enter into any transaction, including any purchase, sale, lease or transfer any property or assets toexchange of property, or purchase or acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions between or among Loan Parties, and (b) the Borrower or any Subsidiary may engage in any transactions in the ordinary course of business at prices and on terms and conditions (taken as a whole) not less favorable to the Borrower or such Subsidiary in any material respect than could be obtained in a comparable transaction on an arm’s-length basis from unrelated third parties, provided, that in the case rendering of any such transaction (service or series the payment of related transactions) any management, advisory or similar fees, with any Affiliate involving aggregate consideration to any party in excess of $5,000,000, unless such transaction is (i) otherwise permitted under this Agreement, and (ii) upon fair and reasonable terms no less favorable to the Borrower shall provide the Administrative Agent relevant Group Member than it would obtain in a comparable arm’s length transaction with a fairness opinion from a financial advisor of nationally recognized standing as to Person that is not an Affiliate other than: (a) transactions among the fairness of such transaction to MLP and the Loan PartiesRestricted Subsidiaries; (b) any Restricted Payment permitted by Section 7.6 and any Investment permitted by Section 7.8; (c) any issuance of Capital Stock (other than Disqualified Capital Stock) of the Transactions and the payment of fees and expenses made in connection with the Transactions as required by the Acquisition Agreement,MLP; (d) payments or transactions arising under or contemplated by any contract, agreement, instrument or arrangement in effect on the payment Closing Date (including, without limitation, the Partnership Agreement and the Transaction Documentation), and as amended or modified thereafter on terms that are not materially less favorable to the MLP and its Restricted Subsidiaries, taken as a whole, considered in the aggregate taking into account all such substantially contemporaneous amendments and modifications of any Management Fees,the Transaction Documentation; (e) issuances of Equity Interests of the Borrower arrangements with respect to the extent otherwise not prohibited by this Agreement, (f) employment and severance arrangements between the Borrower and its Subsidiaries and their respective officers and procurement of services of directors, officers, independent contractors, consultants or employees in the ordinary course of business and the payment of customary compensation (including bonuses) and other benefits (including retirement, health, stock option and other benefit plans) and reasonable reimbursement arrangements in connection therewith; (f) loans or advances to officers, directors or employees of the General Partner, the MLP or its Restricted Subsidiaries in the ordinary course of business or consistent with past practice or guarantees in respect thereof or otherwise required by the documents governing the Transactions made on their behalf (including loans and advances to the extent constituting permitted Investmentspayment on such guarantees),; (g) any transaction pursuant to any arrangement existing as of the Closing Date and set forth on Schedule 6.08, (h) the payment of customary fees and reasonable out-of-pocket costs tofees, expenses and indemnities provided on behalf of, members of the board of to directors, officers, consultants and employees of Holdings (or any direct or indirect parent thereof)the General Partner, the Borrower MLP and its the Restricted Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Subsidiaries, business; (h) [reserved]; (i) transactions with any Affiliate in its capacity as a holder of Indebtedness or Capital Stock of the MLP; provided that such Affiliate is treated the same as other such holders; (j) transactions for which the MLP or any Restricted Payments permitted under Section 6.07Subsidiary, as the case may be, obtains a favorable written opinion from a nationally recognized investment banking firm as to the fairness of the transaction to the MLP and its Restricted Subsidiaries from a financial point of view; and (k) transactions with a Person that is an Affiliate of the MLP solely because the MLP owns, directly or through a Restricted Subsidiary, an Investment in, or controls, such Person.

Transactions with Affiliates. Sell or transfer any property or assets toThe Parent Borrower will not, or purchase or acquire any property or assets from, or otherwise engage in any other transactions with, nor will the Parent Borrower permit any of its AffiliatesRestricted Subsidiaries to, consummate any transaction or series of transactions with any Affiliate (including any payment in respect of consulting fees or similar fees) involving aggregate consideration in excess of $5,000,00020,000,000 other than upon fair and reasonable terms no less favorable to the Parent Borrower or such Restricted Subsidiary than would be obtained in a comparable arm’s-length transaction with a Person other than an Affiliate, except: (a) Contractual Obligations and transactions between or among Loan Parties, andthe Parent Borrower and the Restricted Subsidiaries to the extent not otherwise prohibited hereunder; (b) agreements and transactions with and payments to officers, directors, employees and shareholders (to the Borrower or any Subsidiary may engage in any transactions extent constituting Affiliates) that are entered into in the ordinary course of business at prices and on terms and conditions not prohibited by any of the other provisions of this Agreement (taken as a whole) not less favorable to other than transactions of the Borrower or such Subsidiary type described in any material respect than could be obtained in a comparable transaction on an arm’s-length basis from unrelated third parties, provided, that in the case of any such transaction (or series of related transactions) involving aggregate consideration to any party in excess of $5,000,000, the Borrower shall provide the Administrative Agent with a fairness opinion from a financial advisor of nationally recognized standing as to the fairness of such transaction to the Loan PartiesSection 7.08(f)); (c) the consummation of the Transactions and the payment of fees and expenses made in connection with the Transactions as required by the Acquisition Agreement,relating thereto; (d) (i) transactions permitted under Section 7.01, Investments permitted under Section 7.04, and Restricted Payments permitted under Section 7.05 and (ii) Liens permitted under Section 7.02 and Indebtedness permitted under Section 7.03; provided that such Liens and Indebtedness are on terms which are fair and reasonable to the payment Parent Borrower and its Subsidiaries as determined by the majority of any Management Fees,the members of the board of directors of the Parent Borrower in good faith; (e) issuances of Equity Interests of the Borrower to the extent otherwise not prohibited by this Agreement, (f) employment and severance arrangements and health, disability and similar insurance or benefit plans between the Parent Borrower and its the Restricted Subsidiaries and their respective directors, officers and 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 otherwise required by the documents governing the Transactions (including loans and advances to the extent constituting permitted Investments),business; (g) any transaction pursuant to any arrangement existing as of the Closing Date and set forth on Schedule 6.08, (hf) the payment of customary fees and reasonable out-of-out of pocket costs to, and indemnities provided on behalf of, members of the board of directors, officersmanagers, consultants consultants, officers and employees of Holdings (or any direct or indirect parent thereof)Parent Entity, the Parent Borrower and its the Restricted Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Parent Borrower and the Restricted Subsidiaries; (g) transactions pursuant to permitted agreements in existence on the Third Amendment Effective Date and set forth on Schedule 7.08 or any amendment thereto to the extent such an amendment is not materially adverse to the Lenders in any respect; (h) the issuance of Capital Stock (other than Disqualified Equity Interests) of the Parent Borrower to any Parent Entity or to any employee, director, officer, manager, distributor or consultant of the Parent Borrower, any of its Subsidiaries, Parent Entities or any Restricted Subsidiary; and (i) any transactions with customers, clients, suppliers or purchasers or sellers of goods or services that are Affiliates, in each case in the ordinary course of business and not otherwise prohibited hereunder and that are upon fair and reasonable terms no less favorable to the Parent Borrower and the Restricted Payments permitted under Section 6.07Subsidiaries than would be obtained in a comparable arm’s-length transaction with a Person other than an Affiliate, in the reasonable determination of an Authorized Officer thereof.

Transactions with Affiliates. Sell or transfer Enter into any property or assets to, or purchase or acquire transaction (other than any property or assets from, or otherwise engage transaction having a fair market value not in any other transactions with, any excess of its Affiliates, except (a) transactions between or among Loan Parties, and (b) the Borrower or any Subsidiary may engage in any transactions in the ordinary course of business at prices and on terms and conditions (taken as a whole) not less favorable to the Borrower or such Subsidiary in any material respect than could be obtained $7,000,000 in a comparable single transaction on an arm’s-length basis from unrelated third parties, provided, that in the case of any such transaction (or series of related transactions) involving aggregate consideration to of any party kind with any Affiliate of the Borrower, whether or not in excess the ordinary course of $5,000,000business, other than: (a) transactions among the Borrower shall provide or the Administrative Agent Restricted Subsidiaries, (b) on fair and reasonable terms at least as favorable to the Borrower or the Restricted Subsidiary as would be obtainable by such Restricted Company at the time in a comparable arm’s-length transaction with a fairness opinion from a financial advisor of nationally recognized standing as to the fairness of such transaction to the Loan Parties;Person other than an Affiliate, (c) the Transactions and the payment of fees and expenses made in connection with the Transactions as required by consummation of the Acquisition AgreementTransactions, (d) loans and other transactions between or among Holdings, the payment of any Management FeesBorrower and/or one or more Restricted Subsidiaries to the extent permitted or not prohibited under this Article 7, (e) issuances transactions with customers, clients, suppliers, joint ventures, purchasers or sellers of Equity Interests goods or services or providers of employees or other labor entered into in the ordinary course of business, which are fair to the Borrower and/or its applicable Restricted Subsidiary in the good faith determination of the board of directors (or similar governing body) of the Borrower to or the extent otherwise not prohibited by this Agreementsenior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party, (f) employment and severance arrangements between the Borrower and its Subsidiaries any Restricted Company and their respective officers and employees in the ordinary course of business or otherwise required by the documents governing the Transactions (including loans and advances to the extent constituting permitted Investments)business, (g) payments by the Borrower or any transaction Restricted Subsidiary pursuant to any arrangement existing as of the Closing Date tax sharing agreements among Holdings, the Borrower and set forth its Subsidiaries on Schedule 6.08customary terms, (h) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, members of the board of to directors, officers, consultants officers and employees of Holdings (or any direct or indirect parent thereof)Holdings, the Borrower and its Subsidiaries in the ordinary course of business business, (i) transactions pursuant to agreements in effect on the Closing Date and set forth on Schedule 7.08 or any amendment thereto to the extent attributable such an amendment is not adverse to the ownership Lenders in any material respect, (j) Restricted Payments permitted under Section 7.06 (other than Section 7.06(d)), and (k) transactions engaged in by the Borrower or operation any Restricted Subsidiary with Unrestricted Subsidiaries in good faith to effect (i) the operations, governance, administration and corporate overhead of Holdings, the Borrower and its Subsidiaries and (ii) the tax management of Holdings, the Borrower and its Subsidiaries. For the purposes of this Section 7.08, (i) any each Unrestricted Subsidiary shall be deemed to be an Affiliate of each Restricted Payments permitted under Section 6.07Company.

Transactions with Affiliates. Sell Enter into any transaction of any kind with any Affiliate of the Borrower, whether or transfer any property or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions between or among Loan Parties, and (b) the Borrower or any Subsidiary may engage in any transactions not in the ordinary course of business at prices business, other than on fair and on reasonable terms and conditions (taken as a whole) not no less favorable to the Borrower or such Subsidiary in any material respect than could as would be obtained obtainable by the Borrower or such Subsidiary at the time in a comparable arm’s length transaction on with a Person other than an arm’s-length basis from unrelated third partiesAffiliate, provided, provided that in the case of any such transaction foregoing restriction shall not apply to: (a) transactions (i) between or series of related transactions) involving aggregate consideration to any party in excess of $5,000,000among Holdings, the Borrower shall provide the Administrative Agent with and any Subsidiary that is a fairness opinion from a financial advisor of nationally recognized standing as Guarantor (subject to the fairness restrictions contained in Section 7.13) and (ii) solely between Foreign Subsidiaries; (b) payment of such transaction reasonable directors fees to the Loan PartiesPersons who are not otherwise Affiliates of Holdings and its Subsidiaries and customary indemnification agreements with directors and officers of Holdings and its Subsidiaries; (c) the Transactions Restricted Payments that are permitted under Section 7.06(d), (f), (g) and the payment of fees and expenses made in connection with the Transactions as required by the Acquisition Agreement,(m); (d) transactions or payments pursuant to any employee compensation or benefit plans or arrangements entered into in the payment ordinary course of business, including, without limitation, (i) the performance of Holdings’ or any Management Fees, (e) issuances of Equity Interests of the Borrower to the extent otherwise not prohibited by this Agreement, (f) Subsidiary’s obligations under any employment and severance arrangements between the Borrower and its Subsidiaries and their respective officers and employees contract, collective bargaining agreement, employee benefit plan, related trust agreement or any other similar arrangement heretofore or hereafter entered into in the ordinary course of business and (ii) the maintenance of benefit programs or otherwise required by arrangements for employees, officers or directors, including, without limitation, vacation plans, health and life insurance plans, deferred compensation plans, and retirement or savings plans and similar plans, in each case, in the documents governing the Transactions (including loans and advances to the extent constituting permitted Investments),ordinary course of business; (ge) any transaction pursuant to any arrangement existing as transactions with customers, clients, suppliers or purchasers or sellers of the Closing Date and set forth on Schedule 6.08, (h) the payment of customary fees and reasonable out-of-pocket costs togoods or services, and indemnities provided on behalf of, members of the board of directors, officers, consultants and employees of Holdings (or any direct or indirect parent thereof), the Borrower and its Subsidiaries in each case in the ordinary course of business and otherwise in compliance with the terms hereof that are on terms no less favorable than those that would have been obtained in a comparable transaction with an unrelated party or on terms that are approved by the Borrower’s Board of Directors, including a majority of the disinterested directors; (f) Investments that are permitted under Section 7.02(b); (g) Indebtedness that is permitted under Sections 7.03(e) and 7.03(f); (h) the Transaction, the Holdings Merger (to the extent attributable to permitted by Section 7.04(e)) and the ownership or operation of transactions contemplated by the Borrower applicable Restructuring Documentation and its Subsidiaries, the SuperHoldings Formation Transaction; (i) the Management Agreement; provided that payment of management fees thereunder shall be subject to the provisions of Section 7.06; and (j) transactions pursuant to any Restricted Payments permitted under Section 6.07contract or agreement in effect on the Funding Date and listed in Schedule 7.08, as any such contract or agreement listed on such Schedule may be amended, modified or replaced from time to time so long as the amended, modified or new agreements, taken as a whole, are no less favorable to Holdings and its Subsidiaries than those in effect on the Funding Date.