Common use of Transactions with Affiliates Clause in Contracts

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or 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, except (a) transactions between or among Loan Parties; (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 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 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 between the Borrower or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuring.

Transactions with Affiliates. Enter Neither Borrower nor any of its Restricted Subsidiaries shall enter into any transaction transaction, including, without limitation, any purchase, sale, lease or exchange of Property, the rendering of any kind service or the payment of any management, advisory or similar fees, with any Affiliate of the Borrower, whether or not in the ordinary course of business, (other than on Borrower or any Restricted Subsidiary) involving aggregate consideration in excess of $20.0 million unless such transaction (a) is required under this Agreement, or (b) is upon fair and reasonable terms substantially as no less favorable to the Borrower or such Restricted Subsidiary Subsidiary, as the case may be, than it would be obtainable by the Borrower or such Restricted Subsidiary at the time obtain in a comparable arm’s length transaction with a Person other than that is not an AffiliateAffiliate (such arms’ length standard being deemed to have been satisfied if such transaction is approved by a majority of the Disinterested Directors of Borrower); provided, except (a) transactions between or among Loan Parties; (b) transactions between or among however, that notwithstanding the foregoing, Borrower and its Restricted Subsidiaries that are not Loan Parties; (ci) loans or advances to officers, directors may enter into indemnification and employees permitted under Section 8.7; (d) the payment of reasonable fees to directors of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiary, employment agreements and compensation, employment, termination and other employee benefit arrangements paid to, and indemnities provided for the benefit of, with directors, officers or and employees (including for the provision of any Group Membersecurities, each in the ordinary course of business, provided that any 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 arrangements, equity purchase agreements, stock options and stock ownership plans approved by plans), subscription agreements or similar agreement pertaining to the Borrower’s board repurchase of directors Equity Interests pursuant to put/call rights or similar rights with directors, officers and employees and any employee compensation, benefit plan or arrangement, any health, disability or similar insurance plan which covers employees and, in each case any reasonable transactions pursuant thereto, (ii) any repurchases may make Investments and Restricted Payments permitted hereunder, (iii) from and after the earlier of any issuancesthe Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, awards or grants issued pursuant to clause (i)may enter into transactions with Unaffiliated Joint Ventures and Wholly Owned Subsidiaries of Unaffiliated Joint Ventures, in each case, relating to the extent permitted by Section 8.6; (f) employment arrangements entered into provision of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as in the ordinary course of business between business, the purchase or sale of goods, equipment, products, parts and services, (iv) may enter into agreements and other arrangements providing for the payment of Management Fees and IP Licensing Fees; (v) may issue, sell or transfer Equity Interests of Borrower to any parent entity, including in connection with capital contributions by such parent entity to Borrower or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (jvi) may enter into transactions undertaken for the provision purpose of Cash Collateral permitted under Section 8.3(aa) improving the consolidated tax efficiency of any parent entity of Borrower, Borrower and/or the Subsidiaries (provided that such transactions, taken as a whole, are not materially adverse to Borrower and payments and distributions of amounts therefromthe Subsidiaries (as determined by Borrower in good faith); (kvi) may enter into any transaction subject to Section 13.05; (vii) may enter into any transactions contemplated described in the Tax Indemnification Agreement or on Schedule 10.07 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); (viii) may pay Allocable Overhead to Wynn Resorts in respect of each Qualifying Project of Borrower and its Restricted Subsidiaries; (ix) from and after the Xxxx Las Vegas Reorganization, the transfer or sale or other disposition (including leasing or making available for use) of any Permitted Foreign Receivables Facility documentsAircraft Assets; and (lx) may incur any Permitted RestructuringIndebtedness permitted pursuant to Section 10.01(w).

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrowera Loan Party, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or Loan Party entering into such Restricted Subsidiary transaction as would be obtainable by the Borrower or such Restricted Subsidiary Loan Party at the time in a comparable arm’s length transaction with a Person other than an Affiliate, except ; provided that this Section 7.08 shall not apply to (a) Restricted Payments permitted under Section 7.06, (b) indemnification of, payment of expenses of, and contribution to all Persons entitled to indemnification, reimbursement of expenses, or contribution under the Borrower Partnership Agreement or the Parent’s Partnership Agreement, (c) transactions between or among the Loan Parties; (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 any employment or any Restricted Subsidiary who are not employees of the Borrower compensation agreement, deferred compensation plans, employee benefits plan, equity incentive or any Restricted Subsidiaryequity-based plans, profits interests, officer, supervisor and compensationdirector indemnification agreement or insurance, employmentstay bonuses, termination severance or similar agreement and other employee benefit arrangements paid toarrangements, 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 payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) reasonable and customary director, officer, supervisor and employee fees and compensation (iincluding bonuses and including such payments to Persons who are not otherwise Affiliates of the Borrower or a Guarantor) any issuances of securities or and other paymentsbenefits (including retirement, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreementshealth, stock options option and stock ownership plans approved by the Borrower’s board of directors other benefit plans) and (ii) any repurchases of any issuancesindemnification arrangements, awards or grants issued pursuant to clause (i), in each case, to the extent permitted by Section 8.6; (f) employment arrangements entered into issuances of Equity Interests (other than disqualified stock) of the Parent to Affiliates of the Parent not otherwise prohibited by the Loan Documents and the granting of registration and other customary rights in connection therewith, (g) loans or advances to employees, directors or officers in the ordinary course of business between the Borrower or not to exceed $1,000,000 in aggregate at any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; time outstanding plus advances of out-of-pocket expenses, (h) the Acquisition; any purchase or other acquisition of Equity Interests permitted under Section 7.03, and (i) pledges of Capital Stock of any arm’s length transaction with a Person that is not an Unrestricted Subsidiary to secure Indebtedness Affiliate that becomes an Affiliate as a result of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuringtransaction.

Transactions with Affiliates. Enter into The Borrower will not, and will not permit any transaction of its Subsidiaries to, sell, lease or otherwise transfer any kind with Property to, or purchase, lease or otherwise acquire any Affiliate Property from, or otherwise engage in any other transactions with, any of the Borrowerits Affiliates, whether or not in the ordinary course of business, other than except (a) at prices and on fair terms and reasonable terms conditions substantially as favorable to the Borrower or such Restricted Subsidiary (in the good faith determination of the Borrower) as would reasonably be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s obtained on an arm’s-length transaction with a Person other than an Affiliatebasis from unrelated third parties, except (a) transactions between or among Loan Parties; (b) transactions between or among Restricted the Borrower and its Subsidiaries and any entity that are becomes a Subsidiary as a result of such transaction not Loan Parties; involving any other Affiliate, (c) the payment of customary compensation and benefits and reimbursements of out-of-pocket costs to, and the provision of indemnity on behalf of, directors, officers, consultants, employees and members of the Boards of Directors of the Borrower or such Subsidiary, (d) loans or and advances to officers, directors directors, consultants and employees permitted under Section 8.7; (d) the payment of reasonable fees to directors of the Borrower or any Restricted Subsidiary 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 payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) Restricted Payments and other payments permitted under Section 6.04, (f) employment, incentive, benefit, consulting and severance arrangements entered into (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 between or (ii) set forth in Schedule 6.06, in each case, with officers, directors, consultants and employees of the Borrower or its Subsidiaries, (g) the transactions pursuant to the agreements set forth in Schedule 6.06 or any amendment thereto to the extent such an amendment, taken as a whole, is not adverse to the Lenders in any material respect (as determined in good faith by the Borrower), (h) the payment of fees and expenses related to the Transactions, (i) the issuance of Qualified Equity Interests of the Borrower and the granting of registration or other customary rights in connection therewith, (j) the existence of, and the performance by the Borrower or any 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 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the Borrower) than any of such documents and agreements as in effect on the Closing Date, (k) consulting services to joint ventures in the ordinary course of business and any employee thereof; other transactions between or among the Borrower, its Subsidiaries and joint ventures in the ordinary course of business, (gl) any Restricted Payment permitted transactions with landlords, customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and not otherwise prohibited by Section 8.6; this Agreement, (hm) the Acquisition; transactions effected as a part of a Qualified Receivables Transaction, (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (jn) the provision of Cash Collateral permitted under Section 8.3(aa) services to directors or officers of the Borrower or any of its Subsidiaries of the nature provided by the Borrower or any of its Subsidiaries to customers in the ordinary course of business and payments and distributions of amounts therefrom; (ko) transactions contemplated approved by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuringthe Audit Committee of the Board of Directors of the Borrower in accordance with the Borrower’s policy regarding related party transactions in effect from time to time.

Transactions with Affiliates. Enter into into, renew, extend or be a party to any transaction of any kind with any Affiliate of the Borrowerany Loan Party, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower Loan Parties or such Restricted Subsidiary as would be obtainable by the Borrower Loan Parties or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, except provided that the foregoing restriction shall not apply to (a) transactions a transaction between or among the Loan Parties; , (b) transactions between or among Restricted Subsidiaries that are not Loan Parties; advances for commissions, travel and other similar purposes in the ordinary course of business to directors, officers and employees, (c) loans the issuance of Equity Interests in the Lead Borrower to any officer, director, employee or advances to officersconsultant of the Lead Borrower or any of its Subsidiaries, directors and employees permitted under Section 8.7; (d) the payment of reasonable fees and out-of-pocket costs to directors of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiarydirectors, and compensation, employment, termination compensation and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of the Lead Borrower or any Group Memberof its Subsidiaries, each in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (i) any issuances of securities (other than any such issuances not permitted hereunder) or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by (in each case in respect of Equity Interests in the Lead Borrower’s board ), and (f) any transaction permitted under (i) any of directors and clauses (b) through (e) or clause (h) of the definition of “Permitted Disposition”, (ii) any repurchases clauses (n) or (q) of any issuancesthe definition of “Permitted Encumbrances”, awards (iii) clauses (b), (d), (g), (h), (j), (k) or grants issued pursuant to clause (n) of the definition of “Permitted Indebtedness”, (iv) clauses (g), (i), in each case(l), to (m) or (n) of the extent permitted by Section 8.6; definition of “Permitted Investments”, or (f) employment arrangements entered into in the ordinary course of business between the Borrower or any Restricted Subsidiary and any employee thereof; (gv) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted RestructuringSections 7.03(c), 7.04, 7.06 or 7.07 hereof.

Transactions with Affiliates. Enter into No Loan Party will, nor will it permit any transaction Restricted Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of businessits Affiliates, other than any transaction or series of related transactions not exceeding $3,000,000 in the aggregate, and except that the following shall be permitted: (a) transactions at prices and on fair terms and reasonable terms substantially as conditions not less favorable to the Borrower Loan Party or such Restricted Subsidiary as would than could be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s obtained on an arm’s-length transaction with a Person other than an Affiliatebasis from unrelated third parties, except (a) transactions between or among Loan Parties; (b) transactions between and among (x) any Loan Parties or among (y) any wholly-owned Restricted Subsidiaries that are not Loan Parties; , in each case, not involving any other Affiliate, (c) loans or advances to officersany investment permitted by Section 6.04, directors and employees (d) any disposition permitted by Section 6.05, (e) any Indebtedness permitted under Section 8.7; 6.01(c), (df) any Restricted Payment permitted by Section 6.08, (g) transactions between and among Holdings, the Borrower and any wholly-owned Restricted Subsidiaries reasonably approved by management in in furtherance of the business purposes of Holdings, the Borrower and its Subsidiaries, (h) the payment of reasonable fees to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, and compensation, employment, termination compensation and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of any Group MemberHoldings, each the Borrower or its Subsidiaries in the ordinary course of business, provided that any 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 issuancesdirectors, 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 between the Borrower or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision payment of Cash Collateral (A) termination payments consisting of twelve months of management fees, the reimbursement of costs and out-of pocket expenses and indemnification obligations, and (B) management fees, which management fees shall not exceed $1,500,000 in any fiscal year, in each case pursuant to the Management Agreement, provided, that no management fees thereunder shall be permitted under Section 8.3(aa) to be in cash to the extent that an Event of Default has occurred and payments is continuing and distributions further provided, that all accrued management fees which were not permitted to be paid in cash at such time shall be permitted to be paid in cash once no Event of amounts therefrom; Default is continuing, (k) transactions contemplated any contribution to the capital of Holdings or any purchase of Equity Interests of Holdings to the extent otherwise permitted by any Permitted Foreign Receivables Facility documents; and this Agreement, (l) issuances of Equity Interests (and options and warrants therefor) of the Borrower or Holdings to the extent otherwise permitted by this Agreement, (m) payments to or from, and transactions with joint ventures (to the extent any Permitted Restructuringsuch joint venture is only an Affiliate as a result of Investments by the Holdings, the Borrower or its Subsidiaries in such joint venture and such transactions are reasonably approved by management in in furtherance of the business purposes of Holdings, the Borrower and its Subsidiaries) to the extent otherwise permitted under this Agreement, and (n) the payment of customary fees and reasonable and documented out-of-pocket costs to, and indemnities provided on behalf of, directors, officers, employees and consultants of Holdings, the Borrower and its Restricted Subsidiaries or any direct or indirect parent of the Borrower to the extent attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries.

Transactions with Affiliates. Enter into No Loan Party shall enter into, renew, extend or be a party to any transaction of any kind with any Affiliate of the Borrowerany Loan Party, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary Loan Parties as would be obtainable by the Borrower or such Restricted Subsidiary Loan Parties at the time in a comparable arm’s length transaction with a Person other than an Affiliate, except provided that the foregoing restriction shall not apply to (a) transactions a transaction between or among the Loan PartiesParties not prohibited hereunder; (b) transactions not otherwise prohibited hereunder between or among Restricted Subsidiaries the Parent or any Subsidiary or any entity that are not Loan Partiesbecomes a Subsidiary as a result of such transaction; (c) loans or advances to officers, directors and employees Restricted Payments permitted under Section 8.77.06; (d) the transactions occurring on the Closing Date and the payment of fees and expenses related thereto; (e) the issuance of Equity Interests in the Parent to any officer, director, employee or consultant of the Parent or any of its Subsidiaries; (f) transactions, arrangements, reimbursements and indemnities permitted between or among such parties under this Agreement; (g) the payment of reasonable fees and out-of-pocket costs to directors of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiarydirectors, and compensation, employment, termination compensation and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of the Parent or any Group Member, each in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t)its Subsidiaries; (e) (ih) any issuances of securities of the Parent (other than Disqualified Stock) 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 case in respect of Equity Interests in the ordinary course Parent) of business between the Borrower Parent or any Restricted Subsidiary and any employee thereofof its Subsidiaries; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; or (i) pledges transactions not otherwise prohibited hereunder between the Parent or any Subsidiary and Rhône Capital III L.P. or any of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuringits Affiliates.

Transactions with Affiliates. Enter The Borrower shall not, nor shall the Borrower permit any of the Restricted Subsidiaries to, directly or indirectly, enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than (a) loans and other transactions among the Borrower and its Restricted Subsidiaries or any entity that becomes a Restricted Subsidiary as a result of such loan or other transaction to the extent permitted under this Article VII, (b) on fair and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s arm’s-length transaction with a Person other than an Affiliate, except (a) transactions between or among Loan Parties; (b) transactions between or among Restricted Subsidiaries that are not Loan Parties; (c) loans the Transactions and the payment of Transaction Expenses as part of or advances in connection with the Transactions, (d) so long as no Event of Default under Sections 8.01(a) or (f) has occurred and is continuing, the payment of management, monitoring, consulting, transaction, termination and advisory fees in an aggregate amount pursuant to officersthe Investor Management Agreement and related indemnities and reasonable expenses, directors and employees (e) Restricted Payments permitted under Section 8.7; 7.06 and Investments permitted under Section 7.02, (df) employment and severance arrangements between the Borrower and its Restricted Subsidiaries and their respective officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements in the ordinary course of business, (g) the payment of customary fees and reasonable fees out of pocket costs to, and indemnities provided on behalf of, directors, managers, officers, employees and consultants of the Borrower and its Restricted Subsidiaries (or any direct or indirect parent of the Borrower) in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries, (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 adverse to the Lenders in any material respect, (i) 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), 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 Borrower, in good faith, (j) payments by the Borrower or any of its Subsidiaries pursuant to any tax sharing agreements with any direct or indirect parent of the Borrower to the extent attributable to the ownership or operation of the Borrower 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) of Holdings 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 its Subsidiaries or any direct or indirect parent thereof, (l) [reserved], (m) Permitted Intercompany Activities or (n) a joint venture which would constitute a transaction with an Affiliate solely as a result of the Borrower or any Restricted Subsidiary 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 payment in respect of owning 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 equity interest or otherwise pursuant to, controlling such joint venture 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 between the Borrower or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuringsimilar entity.

Transactions with Affiliates. Enter into Neither Holdings nor the Borrower will, nor will they permit any transaction Restricted Subsidiary to, sell, lease or otherwise transfer any assets to, or purchase, lease or otherwise acquire any assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $500,000 with, any kind with any Affiliate of the Borrowerits Affiliates, whether or except (i) transactions that are at prices and on terms and conditions not in the ordinary course of business, other than on fair and reasonable terms substantially as less favorable to the Borrower or such Restricted Subsidiary as would than could be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s obtained on an arm’s-length transaction with a Person other than an Affiliatebasis from unrelated third parties, except (aii) transactions between or among the Loan Parties; Parties not involving any other Affiliate, (biii) transactions between advances, equity issuances, repurchases, retirements or among other acquisitions or retirements of Equity Interests and other Restricted Subsidiaries that are not Loan Parties; (c) loans or advances to officers, directors and employees Payments permitted under Section 8.7; 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (dto the extent such transaction is not required to be for fair value thereunder), (iv) the payment of reasonable fees to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, and compensation, employment, termination compensation and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers officers, consultants or employees of any Group MemberHoldings, each the Borrower or the Restricted Subsidiaries in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (iv) 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; (fvi) employment and severance arrangements entered into in the ordinary course of business between Holdings, the Borrower or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted thereof and approved by Section 8.6; (h) the Acquisition; (i) pledges Borrower’s board of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuringdirectors.

Transactions with Affiliates. Enter into The Borrower will not, and will not permit any transaction Restricted Subsidiary to, sell, lease or otherwise transfer any assets to, or purchase, lease or otherwise acquire any assets from, or otherwise engage in any other transactions with, any of any kind with any Affiliate of the Borrowerits Affiliates, whether or except (a) transactions that are at prices and on terms and conditions not in the ordinary course of business, other than on fair and reasonable terms substantially as materially less favorable to the Borrower or such Restricted Subsidiary as would than could be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s obtained on an arm’s-length transaction with a Person other than an Affiliatebasis from unrelated third parties, except (a) transactions between or among Loan Parties; (b) transactions between or among the Borrower and the Restricted Subsidiaries that are not Loan Parties; involving any other Affiliate, (c) loans or advances to officersemployees in the ordinary course of business, directors and employees permitted under Section 8.7; (d) payroll, travel and similar advances to cover matters in the ordinary course of business, (e) the payment of reasonable fees to directors of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiary, and compensation, employment, termination compensation and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of any Group Member, each the Borrower or the Subsidiaries in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (if) 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 directors, (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; (fg) employment and severance arrangements entered into in the ordinary course of business between the Borrower or any Restricted Subsidiary and any employee thereof; thereof and approved by the Borrower’s board of directors, (gh) any payments made pursuant to the Management Agreements, (i) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; 6.06, (j) the provision of Cash Collateral transactions expressly permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; any Securitization Document, (k) transactions contemplated expressly permitted by any Permitted Foreign Receivables Facility documents; Section 6.03(a) and Sections 6.04(a)(ii) and (a)(iii), (l) management and other similar services and arrangements performed in the ordinary course of business by the Borrower or any Permitted RestructuringRestricted Subsidiary in favor of the Borrower or any other Restricted Subsidiary, (m) transactions as may be disclosed in the public reports of the Borrower filed or furnished with the SEC prior to the date of this Agreement, (n) any transactions that are otherwise approved by the board of directors of the Borrower or such Restricted Subsidiary, (o) investments of cash and Cash Equivalents in Unrestricted Subsidiaries and (p) transactions set forth on Schedule 6.07.

Transactions with Affiliates. Enter into Except for transactions by or among the Borrowers and their Restricted Subsidiaries, sell or transfer any property or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transactions involving aggregate payments, for any such transaction or series of any kind related transactions, in excess of $1,000,000, with any Affiliate of its Affiliates, except that (a) the Borrowers or any Restricted Subsidiary may engage in any of the Borrowerforegoing transactions at prices and on terms and conditions taken as a whole not materially less favorable to the Borrowers or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, whether (b) the Borrowers and the Restricted Subsidiaries may perform their respective obligations under documents existing on or prior to the Third Restatement Date and specified on Schedule 6.07 and any amendment or replacement thereof so long as it is not materially more disadvantageous to the Administrative Agent and the Lenders, taken as a whole, than the original agreement, (c) the Borrowers or any Restricted Subsidiary may declare or make Restricted Payments permitted by Section 6.06(a) and enter into agreements related thereto, (d) the Borrowers and the Subsidiary Guarantors may make Investments in Foreign Subsidiaries permitted by Section 6.04, (e) the Borrowers and the Restricted Subsidiaries may adopt, enter into, maintain and perform their obligations under employment, compensation, severance or indemnification plans and arrangements for current or former directors, officers, employees and consultants of Holdings, the Borrowers and any Restricted Subsidiary entered into in the ordinary course of business, other than on fair (f) the Borrowers and reasonable terms substantially as favorable to the Borrower or 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, except (a) transactions between or among Loan Parties; (b) transactions between or among Restricted Subsidiaries that are not Loan Parties; (c) may make loans or advances to directors, officers, directors employees and employees permitted under Section 8.7; (d) consultants of Holdings, the payment of reasonable fees to directors of the Borrower or Borrowers and any Restricted Subsidiary who are not otherwise permitted by Section 6.04, (g) Holdings may grant stock options or similar rights to directors, officers, employees and consultants of Holdings, the Borrower or Borrowers and any Restricted Subsidiary, (h) Holdings may issue and compensation, employment, termination sell Equity Interests to Affiliates and other employee benefit arrangements paid to, customary rights in connection therewith 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 payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (i) Holdings may enter into agreements with any issuances of securities or other payments, awards or grants Excluded Vessel Subsidiary 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 between the Borrower or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuringconnection with a Vessel Financing.

Transactions with Affiliates. Enter into No Loan Party will, nor will it permit any transaction Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or 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 Affiliateits Affiliates, except (a) transactions between that (i) are in the ordinary course of business and (ii) are at prices and on terms and conditions not less favorable to such Loan Party or among Loan Parties; such Subsidiary than could be obtained on an arm's-length basis from unrelated third parties, (b) transactions between or among Restricted Subsidiaries any Borrower and any Subsidiary that are is a Loan Party not Loan Parties; involving any other Affiliate, (c) any investment permitted by Sections 6.04(c) or 6.04(d), (d) any Indebtedness permitted under Section 6.01(c), (e) any Restricted Payment permitted by Section 6.08, (f) loans or advances to officers, directors and employees permitted under Section 8.7; 6.04, (dg) the payment of reasonable fees to members of the board of managers or directors of the any Borrower or any Restricted Subsidiary who are not employees of the such Borrower or any Restricted Subsidiary, and compensation, employment, termination compensation and other employee benefit arrangements paid to, and indemnities provided for the benefit of, managers, directors, officers or employees of any Group Member, each the Borrowers or their Subsidiaries in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (ih) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock or membership interest options and stock or membership interest ownership plans approved by the Borrower’s HF Foods' board of directors and (iii) any repurchases of any issuances, awards or grants issued pursuant to clause (i), in payment by each case, applicable Working Capital Borrower to the extent permitted by Section 8.6; (f) employment arrangements entered into in applicable Subsidiary that owns the ordinary course real property on which such Working Capital Borrower operates of business between the lease amounts not less favorable to such Working Capital Borrower than could be obtained on an arm's-length basis from unrelated third parties. No Loan Party will, nor will it permit any Subsidiary to, make any advance or loan to any Restricted of its suppliers that are Affiliates, except loans and advances that are at prices and on terms and conditions not less favorable to such Loan Party or such Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of than could be obtained on an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuringarm's-length basis from unrelated third parties.

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrowerany Loan Party (other than transactions between or among a Loan Party and a Subsidiary (including any entity that becomes a Subsidiary as a result of such transaction) (or any combination thereof)), whether or not in the ordinary course of business, other than except (i) transactions on fair and reasonable terms substantially as favorable to the Borrower such Loan Party or such Restricted Subsidiary as would be obtainable by the Borrower such Loan Party or such Restricted Subsidiary at the time in a comparable arm’s arm’s-length transaction with a Person other than an Affiliate, except (aii) transactions between or among Loan Parties; (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 payments of reasonable fees to directors of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiary, and compensation, employment, termination perquisites and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees fringe benefits arising out of any Group Member, each employment or consulting relationship in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (eiii) making Restricted Payments permitted by this Agreement, (iiv) any issuances of securities or other payments, awards or grants payments (whether in cash, securities or otherwise pursuant toother property) by any non-Wholly-Owned Subsidiary of the Borrower, including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests of such Subsidiary, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (ii) any repurchases on account of any issuancesreturn of capital to such Subsidiary’s stockholders, awards partners or grants issued pursuant to clause members (ior the equivalent Person thereof), in each any such case, made to holders of Equity Interests in such Subsidiary (x) to the extent required pursuant to such Subsidiary’s Organization Documents or (y) to the extent such payment would have been permitted by Section 8.6; 7.06 had it constituted a Restricted Payment, (fv) employment arrangements entered into other transactions expressly permitted by this Agreement, (vi) transactions with Affiliates that are Disclosed Matters (together with any amendments, restatements, extensions, replacements or other modifications thereto that are not adverse to the interests of the Lenders in their capacities as such), (vii) transactions in the ordinary course of business that comply with the requirements of the North American Securities Administrators Association’s Statement of Policy of Real Estate Investment Trusts and (viii) transactions between the Borrower a Loan Party or any Restricted Subsidiary and any employee thereof; “taxable REIT subsidiary” (gwithin the meaning of Section 856(l) of the Code) of any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Loan Party or Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuring.

Transactions with Affiliates. Enter No Credit Agreement Party will, nor will permit any of its Subsidiaries to, enter into any transaction or series of any kind transactions with any Affiliate of the Borrower, whether U.S. Borrower or not any of its Subsidiaries other than in the ordinary course of business, other than business and on fair terms and reasonable terms conditions substantially as favorable to the Borrower such Credit Agreement Party or such Restricted Subsidiary as would be reasonably expected to be obtainable by the Borrower such Credit Agreement Party or such Restricted Subsidiary at the time in a comparable arm’s arm’s-length transaction with a Person other than an Affiliate, except ; provided that the following shall in any event be permitted: (ai) transactions between or among Loan Partiesthe Transaction; (bii) intercompany transactions between or among Restricted the U.S. Borrower and its Subsidiaries that are not Loan Partiesto the extent expressly permitted by Sections 9.02, 9.04, 9.05 and 9.06; (c) loans or advances to officers, directors and employees permitted under Section 8.7; (diii) the payment of reasonable consulting or other fees to directors the U.S. Borrower by any of the Borrower or any Restricted Subsidiary 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 its Subsidiaries in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (eiv) customary fees to non-officer directors of the U.S. Borrower and its Subsidiaries; (iv) any issuances the U.S. Borrower and its Subsidiaries may enter into the employment arrangements with respect to the procurement of securities or other payments, awards or grants services with their respective officers and employees in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved ordinary course of business; (vi) Dividends may be paid 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, U.S. Borrower to the extent permitted by Section 8.69.06; (fvii) employment arrangements entered into the payment of customary fees (excluding management fees) to the Agents and their Affiliates for services rendered (including, without limitation, any underwriting discounts and commissions); (viii) transactions between the U.S. Borrower and/or any of its Subsidiaries and their respective Affiliates listed on Schedule XIV hereto; and (ix) the California Disposition and any loan of all or a portion of the Net Sale Proceeds therefrom to an Affiliate of the U.S. Borrower, so long as (and only so long as) such transactions would not (in the absence of this clause (ix) and, for such purpose, assuming same were in the “ordinary course of business between business”) give rise to a violation of this Section 9.07. In no event shall any management, consulting or similar fee be paid or payable by the U.S. Borrower or any Restricted Subsidiary and of its Subsidiaries to any employee thereof; Affiliate (g) other than any Restricted Payment permitted by other Credit Party), except as specifically provided in this Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuring9.07.

Transactions with Affiliates. Enter into Neither Payor nor any transaction Borrower will, nor will they permit any Payor Group Restricted Subsidiary to, sell, lease or otherwise transfer any assets to, or purchase, lease or otherwise acquire any assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of €25,000,000 with, any kind with any Affiliate of the Borrowerits Affiliates, whether or except (i) transactions that are at prices and on terms and conditions not in the ordinary course of business, other than on fair and reasonable terms substantially as less favorable to the Payor, such Borrower or such Payor Group Restricted Subsidiary as would than could be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s obtained on an arm’s-length transaction with a Person other than an Affiliatebasis from unrelated third parties, except (aii) transactions between or among the Loan Parties; Parties not involving any other Affiliate, (biii) transactions between advances, equity issuances, repurchases, retirements or among other acquisitions or retirements of Equity Interests and other Restricted Subsidiaries that are not Loan Parties; (c) loans or advances to officers, directors and employees Payments permitted under Section 8.7; 3.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 3.04 and any other transaction involving Payor, the Borrowers and Restricted Subsidiaries permitted under Section 3.03 to the extent such transaction is between Payor, a Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 3.05 (dto the extent such transaction is not required to be for fair value thereunder), (iv) the payment of reasonable fees to directors of the Holdings, any Borrower or any Restricted Subsidiary who are not employees of the Holdings, any Borrower or any Restricted Subsidiary, and compensation, employment, termination compensation and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers officers, consultants or employees of any Group MemberHoldings, each the Borrowers or the Restricted Subsidiaries in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (iv) 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 Swiss 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 8.6directors; (fvi) employment and severance arrangements entered into in the ordinary course of business between the Holdings, any Borrower or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted thereof and approved by Section 8.6; (h) the Acquisition; (i) pledges Swiss Borrower’s board of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documentsdirectors; and (lvii) payments made to other Restricted Subsidiaries arising from or in connection with any Permitted Restructuringcustomary tax consolidation and grouping arrangements.

Transactions with Affiliates. Enter No Credit Party will, nor will any Credit Party permit any of its Subsidiaries to, enter into any transaction or series of any kind transactions with any Affiliate (other than, in the case of the Borrower, whether any Subsidiary, and in the case of a Subsidiary, the Borrower or not another Subsidiary) other than (a) in the ordinary course of business, other than on business of and pursuant to the reasonable requirements of such Credit Party’s or such Subsidiary’s business and upon fair and reasonable terms substantially as no less favorable to the Borrower such Credit Party or such Restricted Subsidiary as than would be obtainable by the Borrower or such Restricted Subsidiary at the time obtained in a comparable arm’s arm’s-length transaction with a Person other than an Affiliate, except (a) transactions between or among Loan Parties; (b) transactions between or among Restricted Subsidiaries that are not Loan Parties; Payments permitted under Section 7.06, (c) loans or advances to officers, directors and employees Investments permitted under Section 8.7; 7.05 (excluding provisions thereof generally permitting transactions permitted by this Section 7.09), (d) transactions pursuant to agreements in existence on the payment of reasonable fees to directors of the Borrower Closing Date and set forth on Schedule 7.09 or any Restricted Subsidiary who are amendment to any such agreement to the extent such amendment is not employees of adverse, taken as a whole, to the Borrower or Lenders in any Restricted Subsidiarymaterial respect, 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 payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (i) any issuances issuance of securities Equity Interests in Holdings or other payments, awards or grants in cash, securities securities, Equity Interests in Holdings or otherwise pursuant to, or the funding of, employment agreementsarrangements, 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 between approved by the board of directors (or other similar governing body) of Holdings and (f) transactions in which the Borrower or any Restricted Subsidiary thereof, 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 any employee thereof; that is independent of the Borrower and its Affiliates stating that such transaction is fair to the Borrower or such Subsidiary from a financial point of view or meets the requirements of clause (ga) any Restricted Payment permitted by of this Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuring.7.09

Transactions with Affiliates. Enter into The Borrower will not, nor will it permit any transaction Subsidiary to, sell, lease, license or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of any kind with any Affiliate of the Borrowerits Affiliates, whether or not except (i) transactions in the ordinary course of business, other than business at prices and on fair terms and reasonable terms substantially as conditions not materially less favorable to the Borrower or such Restricted Subsidiary as would than could be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s obtained on an arm’s-length transaction with a Person other than an Affiliatebasis from unrelated third parties, except (aii) transactions between or among Loan Parties; the Borrower and the Subsidiaries, (b) transactions between or among Restricted Subsidiaries that are not Loan Parties; (ciii) loans or advances to officersemployees, directors (iv) payroll, travel and employees permitted under Section 8.7; similar advances, (dv) the payment of reasonable fees to directors of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiary, and compensation, employment, termination compensation and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of any Group Member, each the Borrower or the Subsidiaries in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (ivi) 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, incentive plans or other benefit plans approved by the Borrower’s board Board of directors and Directors, (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; (fvii) employment and severance arrangements entered into in the ordinary course of business between the Borrower or any Restricted Subsidiary and any employee thereof; thereof and approved by the Borrower’s Board of Directors, (gviii) any Restricted Payment permitted not prohibited by Section 8.6; this Agreement, (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (kix) transactions contemplated by any Permitted Foreign Receivables Facility documents; pursuant to the agreements set forth on Schedule 6.07 and (lx) any Permitted Restructuringtransaction with an Affiliate (other than the Borrower or any Subsidiary) where the only consideration paid to such Affiliate is Qualified Equity Interests of the Borrower including conversions pursuant to any convertible debt instrument.

Transactions with Affiliates. Enter into Holdings will not, and will not permit any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower to, sell, lease or such Restricted Subsidiary at the time otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in a comparable arm’s length transaction with a Person any other than an Affiliatetransactions with, any of its Affiliates, except (ai) (A) (y) transactions between or among Loan Parties; Holdings or any Restricted Subsidiary or any entity that becomes a Restricted Subsidiary as a result of such transaction and (bz) transactions between or among Restricted Subsidiaries that are not Loan Parties; Parties or any entity that becomes a Restricted Subsidiary as a result of such transaction (cand, in each case of clauses (y) loans and (z), not involving any other Affiliate of Holdings) and (B) transactions involving aggregate payment or advances consideration of less than $15,000,000, (ii) on terms substantially as favorable to officersHoldings or such Restricted Subsidiary as would be obtainable by such Person at the time in a comparable arm’s-length transaction with a Person other than an Affiliate, directors and employees permitted under Section 8.7; (diii) the payment of reasonable fees and expenses related to directors the Transactions, (iv) [reserved], (v) issuances of the Borrower Equity Interests of Holdings or any Restricted Subsidiary 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 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 otherwise permitted by Section 8.6; this Agreement, (fvi) employment and severance arrangements entered into between Holdings (or any direct or indirect parent company of Holdings) and the Restricted Subsidiaries and their respective officers and employees in the ordinary course of business between (including loans and advances pursuant to Section 6.04(b) and 6.04(n)), (vii) payments by Holdings and the Borrower Restricted Subsidiaries pursuant to tax sharing agreements among Holdings and the Restricted Subsidiaries on customary terms to the extent attributable to the ownership or any operation of Holdings and the Restricted Subsidiary and any employee thereof; (g) any Restricted Payment Subsidiaries, to the extent such payments are permitted by Section 8.6; 6.07(a)(vii)(A), (hviii) the Acquisition; payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, members of the Board of Directors, officers and employees of Holdings and the Restricted Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of Holdings and the Restricted Subsidiaries, (iix) pledges transactions pursuant to permitted agreements in existence or contemplated on the Effective Date and set forth on Schedule 6.08 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect, (x) [reserved], (xi) [reserved], (xii) [reserved], (xiii) sales of Capital Stock of an Unrestricted Subsidiary to secure accounts receivable, or participations therein, or Securitization Assets or related assets in connection with or any Qualified Securitization Facility, (xiv) [reserved], (xv) [reserved] and (xvi) any other (A) Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) 6.01 and payments Liens permitted under Section 6.02; provided that such Indebtedness and distributions Liens are on terms which are fair and reasonable to Holdings and its Restricted Subsidiaries as determined by the majority of amounts therefrom; independent members of the board of directors of Holdings and (kB) transactions contemplated by any Permitted Foreign Receivables Facility documents; permitted under Section 6.03, Investments permitted under Section 6.04 and (l) any Permitted RestructuringRestricted Payments permitted under Section 6.07.

Transactions with Affiliates. Enter Neither the Borrower nor any Restricted Subsidiary will, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any kind property or the rendering of any service) with any Affiliate of the BorrowerBorrower or such Restricted Subsidiary on terms that are less favorable to the Borrower or such Restricted Subsidiary, whether as the case may be, than those that would prevail in an arm’s-length transaction with unrelated third parties; provided that the foregoing restriction shall not apply to (a) transactions between or among the Credit Parties or their Restricted Subsidiaries or any other Person that becomes a Restricted Subsidiary as a result of such transaction, not involving any other Affiliate, (b) the Transactions and the payment of fees and expenses in connection with the consummation of the Transactions, (c) any Restricted Junior Payment permitted under Section 6.4, (d) issuances by the Borrower of Equity Interests (other than Disqualified Equity Interests) and receipt by the Borrower of capital contributions, (e) employment, compensation, bonus, incentive, retention and severance arrangements and health, disability and similar insurance or benefit plans or other benefit arrangements between the Borrower or any of the Restricted Subsidiaries and their respective future, current or former officers, directors and employees (including management and 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 and employees and stock option or incentive plans and other compensation arrangements) in the ordinary course of business, other than on fair (f) payment of customary fees and reasonable terms substantially as favorable indemnities to the Borrower and reimbursement of out-of-pocket costs and expenses of any future, current or 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, except (a) transactions between or among Loan Parties; (b) transactions between or among Restricted Subsidiaries that are not Loan Parties; (c) loans or advances to former officers, directors and employees permitted under Section 8.7; (d) the payment of reasonable fees to directors of the Borrower or any and the Restricted Subsidiary 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 Subsidiaries entered into in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment (g) loans and advances permitted under Section 8.7(t); (e6.6(i) (ior 6.6(j) 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 Investments permitted by Section 8.6; (f) employment arrangements entered into in the ordinary course of business between the Borrower or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; 6.6(s), (h) the Acquisition; transactions set forth on Schedule 6.10 and (i) pledges of Capital Stock of an Unrestricted transactions with a Receivables Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral in connection with a Permitted Securitization permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuring6.1(u).

Transactions with Affiliates. Enter into into, renew, extend or be a party to any transaction of any kind with any Affiliate of the Borrowerany Loan Party, whether or not in the ordinary course of business, other than (a) those set forth on Schedule 6.09 hereto, (b) Restricted Payments permitted under Section 6.06, (c) the payment of compensation and benefits and the providing of indemnification to officers and directors in the ordinary course of business and consistent with past practices or (d) on fair and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary Loan Parties as would be obtainable by the Borrower or such Restricted Subsidiary Loan Parties at the time in a comparable arm’s arm’s-length transaction with a Person other than an Affiliate, except . The foregoing restriction shall not restrict (ai) transactions a transaction between or among the Loan Parties; , (bii) transactions between advances for commissions, travel and other similar purposes in the ordinary course of business to directors, officers and employees, (iii) the issuance of Equity Interests of the Borrower to any officer, director or among Restricted employee of the Borrower or any of its Subsidiaries that are not Loan Parties; in the ordinary course of business, (c) loans or advances to officers, directors and employees permitted under Section 8.7; (div) the payment of reasonable fees and out-of-pocket costs to directors of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiarydirectors, and compensation, employment, termination compensation and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of the Borrower or any Group Memberof its Subsidiaries, each in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); and (e) (iv) any issuances of securities Qualified Equity Interests of the Borrower (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, severance agreements, retention plans, employment agreements, deferred compensation agreements, stock options options, restricted stock agreements and stock ownership plans approved by (in each case in respect of Qualified Equity Interests of 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 between the Borrower or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuringits Subsidiaries.

Transactions with Affiliates. Enter The Borrower will not, nor will it permit any Restricted Subsidiary to, enter into any transaction transaction, including, without limitation, any purchase, sale, lease or exchange of Property or the rendering of any kind service, with any Affiliate (other than one of the Borrower, whether or not in the ordinary course of business, other than on Credit Parties) unless such transactions are upon fair and reasonable terms substantially as no less favorable to the Borrower or such Restricted Subsidiary as it than it would be obtainable by the Borrower or such Restricted Subsidiary at the time obtain in a comparable arm’s length transaction with a Person other than not an Affiliate; provided, except however, the foregoing provisions of this Section 9.12 shall not apply to: (a) transactions between or among Loan Parties; (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; (di) the payment performance of reasonable fees to directors 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 Borrower, any Credit Party or any Restricted Subsidiary 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 businessits business with its or for the benefit of its employees, provided that any 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 paymentsofficers and directors, 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) fees and compensation to, and indemnity provided on behalf of, officers, directors, and employees of the Borrower, any repurchases Credit Party or any Subsidiary in their capacity as such, to the extent such fees and compensation are customary, (iii) the consummation of any the Transactions, (iv) equity issuances, awards repurchases, retirements, redemptions, Restricted Payments or grants issued pursuant to clause (i)other acquisitions or retirements of Equity Interests by the Borrower or any dividends and distributions, in each case, permitted by Section 9.04, (v) loans, advances, Investments and other transactions between or among the Borrower, any Subsidiary 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 or such Subsidiary, but for the Borrower’s or such Subsidiary’s ownership of Equity Interests in such joint venture or such Subsidiary) to the extent permitted under Section 9.05 and (vi) the entry into and performance under management, transition and other service and commercial agreements by Section 8.6; (f) employment arrangements entered into in the ordinary course of business and between the Borrower Borrower, any Credit Party or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by or any Permitted Foreign Receivables Facility documents; and (l) Person that is not a Restricted Subsidiary in which any Permitted RestructuringCredit Party or Restricted Subsidiary owns Equity Interests.

Transactions with Affiliates. Enter into Neither Holdings nor the Borrower will, nor will they permit any transaction Restricted Subsidiary to, sell, lease or otherwise transfer any assets to, or purchase, lease or otherwise acquire any assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $25,000,000 with, any kind with any Affiliate of the Borrowerits Affiliates, whether or except (i) transactions that are at prices and on terms and conditions not in the ordinary course of business, other than on fair and reasonable terms substantially as less favorable to Holdings, the Borrower or such Restricted Subsidiary as would than could be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s obtained on an arm’s-length transaction with a Person other than an Affiliatebasis from unrelated third parties, except (aii) transactions between or among the Loan Parties; Parties not involving any other Affiliate, (biii) transactions between advances, equity issuances, repurchases, retirements or among other acquisitions or retirements of Equity Interests and other Restricted Subsidiaries that are not Loan Parties; (c) loans or advances to officers, directors and employees Payments permitted under Section 8.7; 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between Holdings, the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (dto the extent such transaction is not required to be for fair value thereunder), (iv) the payment of reasonable fees to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, and compensation, employment, termination compensation and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers officers, consultants or employees of any Group MemberHoldings, each the Borrower or the Restricted Subsidiaries in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (iv) 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 directors, (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; (fvi) employment and severance arrangements entered into in the ordinary course of business between Holdings, the Borrower or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted thereof and approved by Section 8.6; (h) the Acquisition; (i) pledges Borrower’s or Holdings’ board of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; directors, and (lvii) payments made to other Restricted Subsidiaries arising from or in connection with any Permitted Restructuringcustomary tax consolidation and grouping arrangements.

Transactions with Affiliates. Enter into any transaction Holdings will conduct, and cause each of any kind the Restricted Subsidiaries to conduct, all transactions with any Affiliate of the Borrower, whether or not in the ordinary course of business, its Affiliates (other than Holdings and the Restricted Subsidiaries) on fair and reasonable terms that are at least substantially as favorable to the Borrower Holdings or such Restricted Subsidiary as it would be obtainable by the Borrower or such Restricted Subsidiary at the time obtain in a comparable arm’s arm’s-length transaction with a Person other than that is not an Affiliate, except as determined by the board of directors of Holdings or such Restricted Subsidiary in good faith; provided that the foregoing restrictions shall not apply to (a) the payment of fees to the Sponsor for management, consulting and financial services rendered to Holdings and the Restricted Subsidiaries pursuant to the Sponsor Management Agreement and customary investment banking fees paid to the Sponsor for services rendered to Holdings and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactions which payments are approved by a majority of the board of directors of Holdings in good faith, (b) transactions permitted by Section 10.5, (c) consummation of the Transactions and the payment of the Transaction Expenses, (d) the issuance of Capital Stock or Stock Equivalents of Holdings (or any direct or indirect parent thereof) or any of its Subsidiaries not otherwise prohibited by the Credit Documents, (e) loans, advances and other transactions between or among Loan Parties; (b) transactions between or among Restricted Subsidiaries that are not Loan Parties; (c) loans or advances to officersHoldings, directors and employees permitted under Section 8.7; (d) the payment of reasonable fees to directors of the Borrower or any Restricted Subsidiary who are not employees or any joint venture (regardless of the Borrower form of legal entity) in which Holdings or any Restricted Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of Holdings but for Holdings’ or a Subsidiary, and compensation, employment, termination and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers ’s ownership of Capital Stock or employees of any Group Member, each Stock Equivalents in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (esuch joint venture or Subsidiary) (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 under Section 8.6; 10, (f) employment and severance arrangements entered into between Holdings and the Restricted Subsidiaries and their respective officers, employees or consultants (including management and employee benefit plans or agreements, stock option plans and other compensatory arrangements) in the ordinary course of business between the Borrower or any Restricted Subsidiary (including loans and any employee thereof; advances in connection therewith), (g) payments by Holdings (and any direct or indirect parent thereof) and the Subsidiaries pursuant to the tax sharing agreements among Holdings (and any such parent) and the Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that Holdings, its Restricted Payment permitted by Section 8.6; Subsidiaries and its Unrestricted Subsidiaries (to the extent of the amount received from Unrestricted Subsidiaries) would be required to pay in respect of foreign, federal, state and local taxes for such fiscal year were Holdings, its Restricted Subsidiaries and its Unrestricted Subsidiaries (to the extent described above) to pay such taxes separately from any such direct or indirect parent company of Holdings, (h) the Acquisition; payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, employees of Holdings (or any direct or indirect parent thereof) and the Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of Holdings and the Subsidiaries, (i) pledges of Capital Stock of an Unrestricted Subsidiary transactions undertaken pursuant to secure Indebtedness of such Unrestricted Subsidiary; membership in a purchasing consortium, (j) transactions pursuant to any agreement or arrangement as in effect as of the provision of Cash Collateral permitted under Section 8.3(aaClosing Date, or any amendment thereto (so long as any such amendment 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) and payments and distributions of amounts therefrom; (k) transactions contemplated customary payments by Holdings (or any Permitted Foreign Receivables Facility documents; direct or indirect parent) and any Restricted Subsidiaries to the Sponsor made for any financial advisory, consulting, financing, underwriting or placement services or in respect of other investment banking activities (l) any Permitted Restructuringincluding in connection with acquisitions or divestitures).

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than (a) transactions among the Borrower and its Restricted Subsidiaries or any Person that becomes a Restricted Subsidiary as a result of such transaction, (b) on fair and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s arm’s-length transaction with a Person other than an Affiliate, except (a) transactions between or among Loan Parties; (b) transactions between or among Restricted Subsidiaries that are not Loan Parties; (c) loans or advances to officersthe Transactions, directors including the payment of fees and employees permitted under Section 8.7; expenses in connection with the consummation of the Transactions, (d) Investments by the Borrower and the Subsidiaries to the extent permitted by Xxxxxxx 0.00 (x), (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 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 such an amendment is not 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 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 any of its Restricted Subsidiary who are not employees 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 Borrower proposed or any Restricted Subsidiaryoutstanding issue amount of such class of securities, (l) payments required by securities held by the Investors and Permitted Holders to the extent such securities were acquired as contemplated by clause (k) above or were acquired from third parties, (m) payments to or from, and compensationtransactions with, 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 Joint Ventures in the ordinary course of business, provided that (n) payments by Holdings (and any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(tdirect or indirect parent thereof); (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 Borrower and stock ownership plans approved by the Borrower’s board of directors and (ii) any repurchases of any issuances, awards or grants issued its Restricted Subsidiaries pursuant to clause tax sharing agreements among Holdings (iand 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, to the extent permitted by Section 8.6; (f) employment arrangements entered into case in the ordinary course of business between 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 of the Company or any Restricted Subsidiary 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, (p) transactions between or among Borrower, and/or one or more Subsidiaries and any employee thereof; an Affiliated Organization to the extent otherwise permitted under this Article 7, (gq) Refranchising Transactions in the ordinary course of business and (r) any Restricted Payment permitted contribution by Section 8.6; (h) Holdings to the Acquisition; (i) pledges capital of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted RestructuringBorrower.

Transactions with Affiliates. Enter into The Borrower will not, nor will the Borrower permit any transaction Restricted Subsidiary to, sell, lease or otherwise transfer any assets to, or purchase, lease or otherwise acquire any assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $30,000,000 with, any kind with any Affiliate of the Borrowerits Affiliates, whether or except (i) transactions that are at prices and on terms and conditions not in the ordinary course of business, other than on fair and reasonable terms substantially as less favorable to the Borrower or such Restricted Subsidiary Subsidiary, taken as would a whole, than could be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s obtained on an arm’s-length transaction with a Person other than an Affiliatebasis from unrelated third parties, except (aii) transactions (A) between or among the Loan Parties; Parties not involving any other Affiliate or (bB) transactions between or among Restricted Subsidiaries that are not Loan Parties; , (ciii) loans advances, equity issuances, repurchases, retirements or advances to officers, directors other acquisitions or retirements of Equity Interests and employees other Restricted Payments permitted under Section 8.7; 6.08 and Investments in Subsidiaries (dand in any other Person that is an Affiliate of the Borrower solely by virtue of the Borrower owning, directly or indirectly through one or more Subsidiaries, Equity Interests in such Person and Controlling such person) permitted under Section 6.04 and any other transaction involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries or Section 6.05 (to the extent such transaction is not required to be for fair market value thereunder), (iv) the payment of reasonable fees to directors of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiary, and compensation, employment, termination compensation and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers officers, consultants or employees of any Group Member, each the Borrower or the Restricted Subsidiaries in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (iv) 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 directors, (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; (fvi) employment and severance arrangements entered into in the ordinary course of business between the Borrower or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted thereof and approved by Section 8.6; (h) the Acquisition; (i) pledges Borrower’s board of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; directors, and (lvii) payments made to other Restricted Subsidiaries 167 arising from or in connection with any Permitted Restructuringcustomary tax consolidation and grouping arrangements.

Transactions with Affiliates. Enter into The Borrower will not, nor will it permit any transaction of its Restricted Subsidiaries to, sell, lease or otherwise transfer any kind property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates with any Affiliate an individual value in excess of the Borrower$20,000,000, whether or except (a) transactions that are at prices and on terms and conditions not in the ordinary course of business, other than on fair and reasonable terms substantially as less favorable to the Borrower or such Restricted Subsidiary as would than could be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s obtained on an arm’s-length transaction with a Person other than an Affiliatebasis from unrelated third parties, except (a) transactions between or among Loan Parties; (b) transactions between or among the Borrower and/or any Restricted Subsidiaries not involving any other Affiliate, (c) transactions between or among any Restricted Subsidiaries that are not Loan Parties; (c) loans or advances to officersParties not involving any other Affiliate, directors and employees permitted under Section 8.7; (d) transactions permitted by Section 6.01 or Section 6.03, (e) any Investments permitted by Section 6.04(c) or (d), Dispositions permitted by Section 6.05 and any Restricted Payment permitted by Section 6.07, (f) the payment of reasonable fees to directors of the Borrower or any of its Restricted Subsidiary Subsidiaries who are not employees of the Borrower or any of its Restricted SubsidiarySubsidiaries, and compensation, employment, termination compensation and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of any Group Memberthe Borrower or its Restricted Subsidiaries, in each case in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (ig) 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 options, equity incentive and stock ownership plans approved by the Borrower’s or any of its Restricted Subsidiaries’ board of directors directors, (h) payments to or from, and transactions with, joint ventures (ii) any repurchases of any issuances, awards or grants issued pursuant to clause (i), in each case, to the extent permitted any such joint venture is an Affiliate solely as a result of Investments by Section 8.6; (fthe Borrower or any Restricted Subsidiary in such joint venture) employment arrangements entered into in the ordinary course of business between to the extent otherwise permitted under Section 6.04 and (i) the Transactions pursuant to and in accordance with the Acquisition Agreement and the Loan Documents and the Permitted Restructuring 105 Transactions, and (j) in existence on the Closing Date (and the Acquisition Effective Date to the extent Schedule 6.08 is updated pursuant to Section 1.07 hereof) and described on Schedule 6.08. For purposes of this Section 6.08, any transaction with any Affiliate shall be deemed to have satisfied the standard set forth in clause (a) of the first sentence of this Section 6.08 if such transaction is approved by a majority of the Disinterested Directors of the board of directors of the Borrower or any such Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuring, as applicable.

Transactions with Affiliates. Enter into Except for transactions between or among Loan Parties, sell or transfer any transaction 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) that Holdings or any kind with Restricted Subsidiary may (i) engage in any of the foregoing transactions upon terms no less favorable to Holdings or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties and (ii) in the case of a Restricted Subsidiary that is a Loan Party, make an Investment in any Affiliate that provides services to any Borrower or its Restricted Subsidiaries; provided that (x) such Investment is made pursuant to Section 6.04(g) and is permitted thereby, and (y) the board of directors of Holdings determines that such Investment is in the Borrowerbest interests of Holdings and the Restricted Subsidiaries, whether or not (b) Restricted Payments permitted by Section 6.06(a), (c) the indemnification of, and the payment of reasonable and customary fees and indemnities to, directors, officers and employees of Holdings and the Restricted Subsidiaries in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable (d) Investments permitted by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, except (a) transactions between or among Loan Parties; clause (b), (d), (q) transactions between or among Restricted Subsidiaries that are not Loan Parties; (cr) loans or advances to officers, directors of Section 6.04 and employees transfers permitted under Section 8.7; 6.05 of work-in-process and products in the ordinary course of business among Holdings and its Subsidiaries in connection with the digital development of Intellectual Property owned by the Loan Parties, (de) the payment of reasonable fees to directors of the Borrower any employment agreement entered into by Holdings or any Restricted Subsidiary 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 payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (if) any issuances issuance of securities securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreementsarrangements, 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 by Holdings or any Restricted Subsidiary in the ordinary course of business between and approved by the board of directors of Holdings or HMHP, (g) the existence of, or the performance by Holdings, any Borrower or any of the Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement or its equivalent with the stockholders of Holdings or any direct or indirect parent of a Borrower (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Closing Date and any similar agreements which it may enter into thereafter, (h) the transactions contemplated by the Approved Plan of Reorganization, (i) payments by Holdings, any Borrower or any Restricted Subsidiary and to an Affiliate for any employee thereof; 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 of Holdings in good faith, (gj) transactions with respect to which Holdings, the Borrowers or any Restricted Payment permitted Subsidiary, as the case may be, delivers a letter from an Independent Financial Advisor addressed to the Lenders and the Administrative Agent stating that such transaction is fair to Holdings, the Borrowers or such Restricted Subsidiary from a financial point of view, (k) investments by Section 8.6; Affiliates in securities or Indebtedness of Holdings or any Restricted Subsidiary (hand payment of reasonable out-of-pocket expenses incurred by such Investors or their Affiliates in connection therewith) the Acquisition; so long as (i) pledges the investment is being offered generally to other investors on the same or more favorable terms and (ii) the aggregate investment by Affiliates constitutes less than 50% of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness the proposed or outstanding issue amount of such Unrestricted Subsidiaryclass of securities or Indebtedness; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuringtransaction with an Affiliate in which the consideration paid by Holdings, the Borrowers or any Restricted Subsidiary consists only of Equity Interests of Holdings or any direct or indirect parent company of Holdings, and (m) any merger, consolidation or reorganization of Holdings with an Affiliate of Holdings not materially adverse to the interests of the Lenders and solely for the purpose of (i) reorganizing to facilitate an initial public offering of securities of Holdings or a direct or indirect parent of Holdings, (ii) forming or collapsing a holding company structure or (iii) reincorporating Holdings in a new jurisdiction.

Transactions with Affiliates. Enter No Loan Party will, nor will it permit any of its Restricted Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates in each case with a fair market value in excess of $5,000,000, except (a) transactions that are at prices and on terms and conditions, taken as a whole, not less favorable to such Loan Party or Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Loan Parties and their Restricted Subsidiaries not otherwise prohibited hereunder, (c) compensation (including bonuses) and employee benefit arrangements paid to, indemnities provided for the benefit of, and employment and severance arrangements entered into any transaction with, directors, officers, managers, consultants or employees of any kind with any Affiliate of Parent, BCF Holdings, the Borrower, whether Borrower or not their Subsidiaries in the ordinary course of business, including in connection with the “Amendment Transactions” (as defined in this Agreement prior to July 29, 2016) and any other than transaction permitted hereunder, (d) [Reserved], (e) as set forth on fair Schedule 6.07, as these agreements and reasonable instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time in accordance with the other terms substantially as favorable of this covenant or to the Borrower or such extent not more disadvantageous to the Secured Parties in any material respect (taken as a whole), (f) [Reserved], (g) payment of director’s fees, expenses and indemnities, (h) stock option, stock incentive, equity, bonus and other compensation plans of the Loan Parties and their Restricted Subsidiary as would be obtainable by Subsidiaries, (i) employment contracts with officers, management and consultants of the Borrower or such Loan Parties and their Restricted Subsidiary at Subsidiaries, (j) Restricted Payments to the time in a comparable arm’s length transaction with a Person other than an Affiliateextent specifically permitted under this Agreement, except (ak) transactions between or among advances and loans to officers and employees of the Loan Parties; (b) transactions between or among Parties and their Restricted Subsidiaries that are not Loan Parties; to the extent specifically permitted under this Agreement, (cl) loans or advances to Investments consisting of notes from officers, directors and employees to purchase equity interests to the extent specifically permitted under this Agreement, (m) payments pursuant to the tax sharing agreements among the Loan Parties and their Restricted Subsidiaries to the extent attributable to the ownership or operations of BCF Holdings and its Restricted Subsidiaries and to the extent permitted under Section 8.7; 6.06(a)(ii), (dn) the other transactions with Affiliates specifically permitted under this Agreement (including, without limitation, sale/leaseback transactions, Permitted Dispositions, Restricted Payments, Permitted Investments and Indebtedness), (o) payment of reasonable fees and expenses pursuant to the “Amendment Transactions” (as defined in this Agreement prior to July 29, 2016), and other customary transaction fees payable to any Sponsor or its Affiliates by the Borrower and any Restricted Subsidiaries for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures), which payments are approved by a majority of the disinterested members of the board of directors of the Borrower or any Restricted Subsidiary who are not employees of in good faith, (p) transactions between and among 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 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 its Subsidiaries which are in the ordinary course of business and transactions between the Borrower, Parent and its direct or indirect shareholders in the ordinary course of business with respect to the Capital Stock of Parent (or any direct or indirect parent entity), such as shareholder agreements, registration agreements and including providing expense reimbursement and indemnities in respect thereof, (q) any transaction between or among the Borrower or any Restricted Subsidiary and any employee thereof; 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 Capital Stock in or otherwise controls such Affiliate, joint venture or similar entity, and (gr) transactions in which the Borrower or any Restricted Payment permitted by 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 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuring6.07.

Transactions with Affiliates. Enter EchoStar shall not, and shall not permit any of its Subsidiaries to, sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into any transaction of any kind with contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (including any Unrestricted Subsidiary) (each of the Borrowerforegoing, whether or not in the ordinary course of businessan "AFFILIATE TRANSACTION"), other than unless (a) such Affiliate Transaction is on fair and reasonable terms substantially as that are no less favorable to the Borrower Company or such Restricted Subsidiary as its Subsidiaries than those that would be obtainable by the Borrower or such Restricted Subsidiary at the time have been obtained in a comparable arm’s length transaction by the Company or such Subsidiaries with an unrelated Person, (b) if such Affiliate Transaction involves aggregate payments in excess of $500,000, the Company delivers to the Trustee a Person other than resolution of the Board of Directors of the Company set forth in an Affiliate, except Officers' Certificate certifying that such Affiliate Transaction complies with clause (a) above and such Affiliate Transaction is approved by a majority of disinterested members of the Board of Directors of EchoStar and (c) if such Affiliate Transaction involves aggregate payments in excess of $15 million, the Company delivers to the Trustee an opinion as to the fairness to the Company or such Subsidiaries from a financial point of view of such Affiliate Transaction issued by an investment banking firm of national standing; PROVIDED, HOWEVER, that (i) the payment of compensation to directors and management of EchoStar in amounts approved by the Compensation Committee of the Board of Directors of EchoStar (which shall consist of a majority of outside directors); (ii) transactions between or among Loan Partiesthe Company and its Wholly Owned Subsidiaries (other than Unrestricted Subsidiaries of the Company); (biii) the transfer of rights and interests in any permits or licenses relating to the use of channels at the 166DEG. West Longitude or 175DEG. West Longitude orbital slot; (iv) transactions permitted by the provisions of this Indenture described above under clauses (1), (3), (5), (6), (7), (9) and (12) of the second paragraph of Section 4.07 of this Indenture; and (v) any transactions between or among Restricted Subsidiaries that are EchoStar and any Subsidiary of EchoStar which is 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 also a Subsidiary of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted SubsidiaryCompany, 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 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)shall, in each case, to the extent permitted by Section 8.6; (f) employment arrangements entered into in the ordinary course of business between the Borrower or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuringnot be deemed Affiliate Transactions.

Transactions with Affiliates. Enter Directly or indirectly, purchase, acquire or lease any property from, or sell, transfer or lease any property to, or otherwise enter into any transaction of or deal with, any kind with any Affiliate of the BorrowerAffiliate, whether or not except transactions, which are made in the ordinary course Ordinary Course of business, other Business and are made on an arm’s-length basis on terms and conditions no less favorable than on fair terms and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary as conditions which would be have been obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with from a Person other than an Affiliate, except except: (a) transactions between Sponsor (and its Affiliates) shall be entitled to: (i) reimbursement of all fees, costs and expenses paid or among Loan Partiesincurred in connection with Permitted Acquisitions, and (ii) reimbursement of out-of-pocket costs and expenses actually incurred in connection with the performance of SponsorAmberjack Management, LLC ’s obligations under the Management Agreement in an aggregate amount in any fiscal year not to exceed the greater of (x) $350,000 or (y) three percent (3%) of Adjusted EBITDA in any fiscal year; (b) transactions between or among Restricted Subsidiaries that Loan Parties which are not Loan Partiesexpressly prohibited by the terms of this Agreement and which are in the Ordinary Course of Business; (c) loans or advances to officers, directors payment by Borrower of dividends and employees distributions permitted under Section 8.77.7; (d) the payment of reasonable independent directors fees and reimbursements of actual out-of-pocket expenses incurred in connection with attending board of director meetings in an aggregate amount in any fiscal year not to directors of the Borrower or any Restricted Subsidiary 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 payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t)exceed $500,000; (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 not prohibited by Section 8.6Applicable Law, providing customary indemnities to officers, employees and directors; (f) employment arrangements entered into in the ordinary course issuance and sale of business between the Borrower Equity Interests by Innovex to Sponsor, Warburg Pincus LLC or any Restricted Subsidiary and any employee thereofits affiliated funds, or Rubicon Oilfield International Holdings LP ; (g) any Restricted Payment permitted by Section 8.6[reserved]; (h) transactions among the AcquisitionSaudi Subsidiary and Loan Parties in an aggregate amount during the Term not to exceed $1,000,000, which are not expressly prohibited by the terms of this Agreement; (i) pledges transactions among Quick Connectors Middle East LLC and Loan Parties in an aggregate amount during the Term not to exceed $500,000, which are not expressly prohibited by the terms of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiarythis Agreement; (j) transactions among the provision Borrowers and Non-NAM Subsidiaries in an aggregate amount during the Term not to exceed $2,000,000, which are not expressly prohibited by the terms of Cash Collateral permitted under Section 8.3(aa) this Agreement, unless otherwise approved by the Agent in accordance with this Agreement; and payments and distributions of amounts therefrom; (k) transactions contemplated by any the Closing Date Permitted Foreign Receivables Facility documentsStock Repurchase; and (l) amendments to any Permitted Restructuringshareholders’ agreements in connection with a Qualifying IPO.

Transactions with Affiliates. Enter into The Borrowers will not, and will not permit any transaction of their Restricted Subsidiaries to, sell, lease or otherwise transfer any kind with property or assets to, or purchase, lease or otherwise acquire any Affiliate property or assets from, or otherwise engage in any other transactions with, any of the Borrowertheir Affiliates, whether except (a) transactions, or a series of transactions, taken as a whole, that are at prices and on terms and conditions not in the ordinary course of business, other than on fair and reasonable terms substantially as less favorable to the such Borrower or such Restricted Subsidiary as would than could be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s obtained on an arm’s-length transaction with a Person other than an Affiliatebasis from unrelated third parties, except (a) transactions between or among Loan Parties; (b) transactions between or among the General Partner, any Borrower and any Restricted Subsidiaries that are Subsidiary not Loan Parties; involving any other Affiliates, (c) loans or advances to officersany Restricted Payment permitted by Section 7.3, directors and employees permitted under Section 8.7; (d) investments in Unrestricted Subsidiaries (including Guarantees permitted by Section 5.10(b)) or joint ventures, (e) transactions contemplated by the Buckeye Partnership Agreement, (f) the payment of reasonable fees to directors members of the board of directors (or similar governing body) of the General Partner, any Borrower or any Restricted Subsidiary who are not employees of the General Partner, any such Borrower or any such Restricted Subsidiary, (g) compensation 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 Memberthe General Partner, each the Borrower or its Restricted Subsidiaries in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (ih) 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 (iior similar governing body) of the General Partner, 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 between the Borrower or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges transactions that, in the aggregate, involve consideration of Capital Stock less than $10,000,000 and are not otherwise material to the business of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) BPL and the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted RestructuringRestricted Subsidiaries, taken as a whole.

Transactions with Affiliates. Enter into (a) Neither Holdings nor the Borrower will, nor will they permit any transaction Subsidiary to, sell, lease or otherwise transfer any assets to, or purchase, lease or otherwise acquire any assets from, or otherwise engage in any other transactions with, any of any kind with any Affiliate of the Borrowerits Affiliates, whether or except (i) transactions that are at prices and on terms and conditions not in the ordinary course of business, other than on fair and reasonable terms substantially as less favorable to the Borrower or such Restricted Subsidiary as would than could be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s obtained on an arm’s-length transaction with a Person other than an Affiliatebasis from unrelated third parties, except (aii) transactions between or among the Loan Parties; Parties not involving any other Affiliate, (biii) transactions between advances, equity issuances, repurchases, retirements or among other acquisitions or retirements of Equity Interests and other Restricted Subsidiaries that are not Loan Parties; (c) loans or advances to officers, directors and employees Payments permitted under Section 8.7; 6.08 and investments, loans and advances to Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrower and the Subsidiaries permitted under Section 6.03 to the extent such transaction is between the Borrower and one or more Subsidiaries or between two or more Subsidiaries and Section 6.05 (dto the extent such transaction is not required to be for fair value thereunder), (iv) any contribution to the capital of Holdings by the Permitted Holders or any purchase of Equity Interests in Holdings by the Permitted Holders not prohibited by this Agreement, (v) the payment of reasonable fees to directors of Holdings, the Borrower or any Restricted Subsidiary who are not employees of Holdings, the Borrower or any Restricted Subsidiary, and compensation, employment, termination compensation and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers officers, consultants or employees of any Group MemberHoldings, each the Borrower or the Subsidiaries in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (ivi) 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 (including, without limitation, in connection with the Effective Date Dividend) 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; (fvii) employment and severance arrangements entered into in the ordinary course of business between Holdings, the Borrower or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted thereof and approved by Section 8.6; (h) the Acquisition; (i) pledges Borrower’s board of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuringdirectors.

Transactions with Affiliates. Enter into Except for transactions by or among the Borrowers and their Restricted Subsidiaries, sell or transfer any transaction 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 that (a) the Borrowers or any kind with Restricted Subsidiary may engage in any Affiliate of the Borrowerforegoing transactions at prices and on terms and conditions taken as a whole not materially less favorable to the Borrowers or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, whether (b) the Borrowers and the Restricted Subsidiaries may perform their respective obligations under documents existing on or prior to the Closing Date and specified on Schedule 6.07 and any amendment or replacement thereof so long as it is not materially more disadvantageous to the Administrative Agent and the Lenders, taken as a whole, than the original agreement, (c) the Borrowers or any Restricted Subsidiary may declare or make Restricted Payments permitted by Section 6.06(a) and enter into agreements related thereto, (d) the Borrowers and the Subsidiary Guarantors may make Investments in Foreign Subsidiaries permitted by Section 6.04, (e) the Borrowers and the Restricted Subsidiaries may adopt, enter into, maintain and perform their obligations under employment, compensation, severance or indemnification plans and arrangements for current or former directors, officers, employees and consultants of Holdings, the Borrowers and any Restricted Subsidiary entered into in the ordinary course of business, other than on fair (f) the Borrowers and reasonable terms substantially as favorable to the Borrower or 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, except (a) transactions between or among Loan Parties; (b) transactions between or among Restricted Subsidiaries that are not Loan Parties; (c) may make loans or advances to directors, officers, directors employees and employees permitted under Section 8.7; (d) consultants of Holdings, the payment of reasonable fees to directors of the Borrower or Borrowers and any Restricted Subsidiary 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 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; 6.04(g) or Section 6.04(t), (fg) employment arrangements entered into in Holdings may grant stock options or similar rights to directors, officers, employees and consultants of Holdings, the ordinary course of business between the Borrower or Borrowers and any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary Holdings may issue and sell Equity Interests to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) Affiliates and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuringcustomary rights in connection therewith.

Transactions with Affiliates. Enter into Prior to the Acquisition Closing Date, the Borrower will not, and will not permit any transaction Restricted Subsidiary, and, after the Acquisition Closing Date, Parent will not, and will not permit any Restricted Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of any kind its Affiliates, with any Affiliate a fair market value in excess of the Borrower, whether or not in the ordinary course greater of business, other than on fair $30,000,000 and reasonable terms substantially as favorable to the Borrower or 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, 2.5% of Consolidated EBITDA except (a) transactions between at prices and on terms and conditions (taken as a whole) not materially less favorable to the Parent or among Loan Partiessuch Restricted Subsidiary than could reasonably be expected to be obtained on an arm’s-length basis from unrelated third parties (as determined in good faith by the Borrower); (b) transactions between or among the Parent and the Restricted Subsidiaries (or any entity that are becomes a Restricted Subsidiary as a result of such transaction) not Loan Partiesinvolving any other Affiliate; (c) loans or advances to officersemployees, officers and directors and employees permitted under Section 8.76.04; (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 the Borrower or any Restricted Subsidiary who are not employees of the Borrower Parent or any Restricted Subsidiary, ; (f) compensation (including bonuses) and compensation, employment, termination and other employee benefit arrangements paid to, and indemnities provided for the benefit of, and employment and severance arrangements entered into with, directors, officers officers, managers, consultants or employees of any Group Member, each the Parent or the Subsidiaries in the ordinary course of business, provided that including in connection with the Transactions and any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t)other transaction permitted hereunder; (e) (ig) 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 plans; (h) any payments to any 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 pursuant to the Transactions, and other fees payable to any of its Affiliates by the Parent and any Restricted Subsidiaries, which payments are approved by a majority of the Borrower’s disinterested members of the board of directors and of the Parent in good faith; (iij) any repurchases of any issuances, awards or grants issued pursuant to clause (i), in each case, to the extent permitted Restricted Payment and payments on Indebtedness not prohibited by Section 8.66.08; (fk) employment arrangements entered into [Reserved]; (l) transactions between and among the Parent and its Subsidiaries or the Borrower and its Subsidiaries which are in the ordinary course of business and transactions between Parent or the Borrower and its direct or indirect shareholders in the ordinary course of business with respect to the Equity Interests in the Parent or the Borrower, as applicable, such as shareholder agreements, registration agreements and including providing expense reimbursement and indemnities in respect thereof; (m) the Transactions (including payment of Transaction Costs); (n) transactions pursuant to the Transition Services Agreement; (o) 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; (p) 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; (q) transactions set forth on Schedule 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); (r) any customary transaction with a Receivables Facility or a Securitization Subsidiary effected as part of a Qualified Securitization Financing; (s) any Intercompany License Agreements; (t) 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 Parent and the Restricted Subsidiaries in such joint venture) in the ordinary course of business; (u) transactions by the Parent 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 the Parent 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 Parent or any Restricted Subsidiary and any employee thereofAffiliate of the Parent or a Joint Venture or similar entity that would constitute an Affiliate transaction solely because the Parent or a Restricted Subsidiary owns an equity interest in or otherwise controls such Affiliate, Joint Venture or similar entity; (gw) loans and advances to any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral Parent Entity permitted under Section 8.3(aa6.4(ff) and payments and distributions of amounts therefrom; (kx) transactions contemplated by in which the Parent or any Permitted Foreign Receivables Facility documents; and 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 Parent or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (la) any Permitted Restructuring.of this Section 6.09. 155

Transactions with Affiliates. Enter into No Loan Party will, nor will it permit any transaction Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or 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 Affiliateits Affiliates, except (a) transactions between that (i) are in the ordinary course of business and (ii) are at prices and on terms and conditions not less favorable to such Loan Party or among Loan Parties; such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among Restricted the Borrower and its Subsidiaries that are or between or among Subsidiaries not Loan Parties; involving any other Affiliate, (c) any investment permitted by Section 6.04, (d) any Indebtedness permitted under Section 6.01, (e) any Restricted Payment permitted by Section 6.08, (f) loans or advances to officers, directors and employees permitted under Section 8.7; 6.04(f), (dg) the payment of reasonable fees to directors of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiary, and compensation, employment, termination compensation and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of any Group Member, each the Borrower or its Subsidiaries in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (ih) 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 issuancesdirectors, awards or grants issued pursuant to clause (i), in each case, to the extent ) transactions permitted by Section 8.6; (f) employment arrangements entered into in the ordinary course of business between the Borrower or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; 6.03, (j) transactions involving the provision sale of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; Borrower’s Equity Interests or bridge financings, (k) transactions contemplated the performance by any Permitted Foreign Receivables Facility documentsthe 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 performance by the Borrower and its Subsidiaries of their obligations under the Roblox China JV Agreements; and (lm) any Permitted Restructuringother transactions entered into at a time when Section 6.12 is satisfied.

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrowerany Credit Party (other than transactions between or among a Credit Party and a Subsidiary (including any entity that becomes a Subsidiary as a result of such transaction) (or any combination thereof)), whether or not in the ordinary course of business, other than except (i) transactions on fair and reasonable terms substantially as favorable to the Borrower such Credit Party or such Restricted Subsidiary as would be obtainable by the Borrower such Credit Party or such Restricted Subsidiary at the time in a comparable arm’s arm’s-length transaction with a Person other than an Affiliate, except (aii) transactions between or among Loan Parties; (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 payments of reasonable fees to directors of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiary, and compensation, employment, termination perquisites and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees fringe benefits arising out of any Group Member, each employment or consulting relationship in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (eiii) making Restricted Payments permitted by this Agreement, (iiv) any issuances of securities or other payments, awards or grants payments (whether in cash, securities or otherwise pursuant toother property) by any non-Wholly-Owned Subsidiary of Healthpeak OP, the Parent or the Borrower, including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests of such Subsidiary, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors and (ii) any repurchases on account of any issuancesreturn of capital to such Subsidiary’s stockholders, awards partners or grants issued pursuant to clause members (ior the equivalent Person thereof), in each any such case, made to holders of Equity Interests in such Subsidiary (x) to the extent required pursuant to such Subsidiary’s Organizational Documents or (y) to the extent such payment would have been permitted by Section 8.6; 8.6 had it constituted a Restricted Payment, (fv) employment arrangements entered into other transactions expressly permitted by this Agreement, (vi) transactions with Affiliates that are Disclosed Matters (together with any amendments, restatements, extensions, replacements or other modifications thereto that are not adverse to the interests of the Lenders in their capacities as such), (vii) transactions in the ordinary course of business that comply with the requirements of the North American Securities Administrators Association’s Statement of Policy of Real Estate Investment Trusts and (viii) transactions between the Borrower a Credit Party or any Restricted Subsidiary and any employee thereof; “taxable REIT subsidiary” (gwithin the meaning of Section 856(l) of the Internal Revenue Code) of any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Credit Party or Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuring.

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate None of the BorrowerBorrowers will, whether nor will they permit any Restricted Subsidiary to, sell, lease or otherwise transfer any assets to, or purchase, lease or otherwise acquire any assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of $5,000,000 with, any of its Affiliates, except (i) transactions that are at prices and on terms and conditions not in the ordinary course of business, other than on fair and reasonable terms substantially as less favorable to the applicable Borrower or such Restricted Subsidiary as would than could be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s obtained on an arm’s-length transaction with a Person other than an Affiliatebasis from unrelated third parties, except (aii) transactions between or among the Loan Parties; Parties not involving any other Affiliate, (biii) transactions between advances, equity issuances, repurchases, retirements or among other acquisitions or retirements of Equity Interests and other Restricted Subsidiaries that are not Loan Parties; (c) loans or advances to officers, directors and employees Payments permitted under Section 8.7; 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrowers and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between a Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (dincluding, for the avoidance of doubt, Section 6.05(b)) (to the extent such transaction is not required to be for fair value thereunder), (iv) the payment of reasonable fees to directors of the any Borrower or any Restricted Subsidiary who are not employees of the any Borrower or any Restricted Subsidiary, and compensation, employment, termination compensation and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers officers, consultants or employees of any Group Member, each the Borrowers or the Restricted Subsidiaries in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (iv) 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 Borrowers’ 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; (fvi) employment and severance arrangements entered into in the ordinary course of business between the any Borrower or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted thereof and approved by Section 8.6; (h) the Acquisition; (i) pledges a Borrower’s board of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuringdirectors.

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than (a) transactions among the Borrower and its Restricted Subsidiaries or any Person that becomes a Restricted Subsidiary as a result of such transaction, (b) on fair and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s arm’s-length transaction with a Person other than an Affiliate, except (a) transactions between or among Loan Parties; (b) transactions between or among Restricted Subsidiaries that are not Loan Parties; (c) loans or advances to officersthe Transactions, directors including the payment of fees and employees permitted under Section 8.7; expenses in connection with the consummation of the Transactions, (d) Investments by the Borrower and the Subsidiaries to the extent permitted by Xxxxxxx 0.00 (x), (x), (x), (x), (x), (x), (x), (x), (x), (x), (x), (x) or (w) 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 any direct or indirect parent of the Borrower, 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 fees out-of-pocket costs of, and customary indemnities provided to directors of the Borrower or any Restricted Subsidiary who are not on behalf of, directors, officers and employees of the Borrower or any direct or indirect parent thereof, or any Restricted SubsidiarySubsidiaries of the Borrower, to the extent attributable to the ownership or operations of the Borrower and compensationits Restricted Subsidiaries, employmentas determined in good faith by the board of directors or senior management of the relevant Person, termination and (g) the payment of fees, expenses, indemnities or other employee benefit arrangements paid payments pursuant to, and transactions pursuant to, the permitted agreements in existence on the Closing Date and set forth in Schedule 7.08 or any amendment thereto to the extent such an amendment is not materially disadvantageous to the Lenders, (h) 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 provided 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, (i) employment and severance arrangements between the Company Parties and their respective officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit ofplans and arrangements, directors(j) investments by the Investors and Permitted Holders in securities of the Borrower or 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, officers (k) payments required by securities held by the Investors and Permitted Holders to the extent such securities were acquired as contemplated by clause (j) above or employees of any Group Memberwere acquired from third parties, each (l) payments to or from, and transactions with, Joint Ventures in the ordinary course of business, provided that (m) payments by any payment in respect direct or indirect parent 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 , the Borrower and (ii) any repurchases of any issuances, awards or grants issued its Restricted Subsidiaries pursuant to clause tax sharing agreements among any direct or indirect parent of the Borrower, the Borrower and its Restricted Subsidiaries that comply with Section 7.06(e)(i), (i)n) transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods or services, in each case, to the extent permitted by Section 8.6; (f) employment arrangements entered into case in the ordinary course of business between 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 of the Borrower or any Restricted Subsidiary 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, (o) transactions between or among Borrower, and/or one or more Subsidiaries to the extent otherwise permitted under this Article 7, and any employee thereof; (gp) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated contribution by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuringdirect or indirect parent of the Borrower to the capital of the Borrower.

Transactions with Affiliates. Enter into No Loan Party will, nor will it permit any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower to, sell, lease or such Restricted Subsidiary at the time otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in a comparable arm’s length transaction with a Person any other than an Affiliatetransactions with, any of its Affiliates, except (a) transactions between that (i) are in the ordinary course of business and (ii) are at prices and on terms and conditions not less favorable to such Loan Party or among Loan Parties; such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among Restricted Subsidiaries that are Loan Parties not Loan Parties; involving any other Affiliate, (c) any investment permitted by Section 6.04(c), (d) or (e), (d) any Indebtedness permitted under Section 6.01(e), (e) any Restricted Payment permitted by Section 6.08, (f) loans or advances to officers, directors and employees permitted under Section 8.7; 6.04, (dg) the payment of reasonable fees to directors of the any Borrower or any Restricted Subsidiary who are not employees of the such Borrower or any Restricted Subsidiary, and compensation, employment, termination compensation and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of any Group Member, each the Borrowers or the Restricted Subsidiaries in the ordinary course of business, provided that (h) compensation and reimbursement of expenses of officers and directors of any payment Loan Party, including the issuance of Equity Interests of Holdings, in respect each case in the ordinary course of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) business, (i) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the a Borrower’s board of directors and directors, (iij) any repurchases sale or disposition of inventory by any issuances, awards Borrower or grants issued pursuant any Restricted Subsidiary to clause (i), in each case, to the extent permitted by Section 8.6; (f) employment arrangements entered into wholly owned Foreign Subsidiaries in the ordinary course of business business, at a price not less than the cost of such inventory, (k) the entering into of a tax sharing agreement, or payments pursuant thereto, between Holdings and one or more Subsidiaries, on the Borrower one hand, and any other Person with which Holdings and such Subsidiaries are required to file a consolidated tax return or with which Holdings and such Subsidiaries are part of a consolidated group for tax purposes, on the other hand, (l) other than during the continuance of an Event of Default, the payment to the Sponsors of management, monitoring and consulting fees and expenses, not to exceed $5,000,000 in any four quarter period, (m) the payment of transaction fees and related expenses paid to the Sponsors in connection with acquisitions, dispositions, recapitalizations, refinancings and extraordinary transactions for such period, not to exceed (net of reimbursable expenses) 1% of the transaction value for any such transaction and (n) payments by Holdings or any Restricted Subsidiary of Holdings to any of the Sponsors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved by a majority of the board of directors of Holdings in good faith and any employee thereof; (g) any are at prices and on terms and conditions not less favorable to Holdings or such Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of Subsidiary than could be obtained on an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuringarm’s-length basis from unrelated third parties.

Transactions with Affiliates. Enter Except for transactions between or among the Borrower and one or more Restricted Subsidiaries or between or among Restricted Subsidiaries, sell or transfer any property or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, with a fair market value in excess of $3,000,000, except that (a) the Borrower or any other Restricted Subsidiary may engage in any of the foregoing transactions in the ordinary course of business at prices and on terms and conditions not less favorable to such Borrower or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) [intentionally omitted], (c) the Borrower or any other Restricted Subsidiary may engage in transactions pursuant to agreements in existence on the Closing Date and set forth on Schedule 6.07 or any amendment, supplement or other modification thereto to the extent such amendment, supplement or modification is not adverse to the Lenders in any material respect, (d) the Borrower and the other Restricted Subsidiaries may consummate the Transactions including the payment of Transaction Costs, (e) the Borrower or any other Restricted Subsidiary may enter into any transaction of transactions with Affiliated Lenders contemplated hereunder and in accordance with the terms of, and in the manner provided by, this Agreement, (f) the Borrower or any kind with other Restricted Subsidiary may make (x) Restricted Payments expressly permitted by Section 6.06 and (y) Investments expressly permitted by Section 6.04, (g) the Borrower or any Affiliate of the Borrower, whether or not other Restricted Subsidiary may pay to their respective employees and officers compensation in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or 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, except (ah) transactions between or among Loan Parties; (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 other Restricted Subsidiary 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 may pay fees to their respective directors in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (i) any issuances of securities the Borrower and its Subsidiaries may undertake or other payments, awards or grants in cash, securities consummate or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors be subject to any IPO Reorganization Transactions and (iij) 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 between the Borrower or any other Restricted Subsidiary may make payments in connection with the indemnification of their respective employees, officers and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuringdirectors.

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the BorrowerBorrower (other than a Relevant Party), whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or 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, except ; provided that this Section does not prohibit (ai) transactions between or among Loan Parties; (b) transactions between or among Restricted Subsidiaries that are not Loan Parties; (c) loans or advances to officers, directors and employees any Investment permitted under Section 8.7; 7.03, (dii) any merger, dissolution, liquidation, consolidation or Disposition permitted under Section 7.04, (iii) any Restricted Payment permitted under Section 7.06, (iv) the payment of reasonable fees to directors of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiary, and compensation, employment, termination compensation and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of the Borrower or any Group Member, each Restricted Subsidiary in the ordinary course of business, provided that any payment (v) the execution, delivery and performance (as applicable) of all transactions in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); connection with the Public Offering (e) (i) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or including 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 (iSpecified IPO Transactions), and all fees and expenses paid or payable in each caseconnection therewith, to the extent permitted (vi) payments by Section 8.6; (f) employment arrangements entered into in the ordinary course of business between the Borrower or any Restricted Subsidiary to any Affiliate in pursuant to the terms and any employee thereofconditions of the Services Agreement; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (kvii) transactions contemplated by or in furtherance of the Contractual Obligations set forth on Schedule 7.08, in each case, substantially as in effect on the date hereof or as may be extended, renewed, modified, amended or replaced in a manner that is not materially adverse to the interests of the Borrower or the Lenders, or (viii) the reimbursement of reasonable allocated overhead costs incurred by the Borrower’s direct or indirect parent entities (or any Permitted Foreign Receivables Facility documents; Affiliate thereof) that are incurred by such Persons in connection with administering the affairs and (l) any Permitted Restructuringoperations of the Relevant Parties.

Transactions with Affiliates. Enter into Except for transactions between or among Loan Parties, 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, unless such transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on is (a) otherwise permitted under this Agreement and (b) upon fair and reasonable terms substantially as no less favorable to the Borrower or such Restricted Subsidiary as than it would be obtainable by the Borrower or such Restricted Subsidiary at the time obtain in a comparable arm’s length transaction with a Person other than that is not an Affiliate, except that the following shall be permitted: (ai) transactions between any Indebtedness among the Borrower or among Loan Parties; (b) transactions between or among Restricted any of its Subsidiaries that are not Loan Parties; (c) loans or advances may be incurred to officers, directors and employees the extent permitted under Section 8.76.01, and Investments may be made to the extent permitted under Section 6.04; (dii) customary fees for director and officer insurance, travel expenses and indemnities may be paid to directors, managers or consultants of any Loan Party; (iii) any transaction among the payment Borrower and its Subsidiaries expressly permitted under this Agreement; (iv) directors’, officers’ and employee compensation (including bonuses and other compensation) and other benefits (including retirement, health, stock option and other benefit plans) and indemnification arrangements, in each case approved by the Board of reasonable fees to directors Directors of the Borrower or any Restricted the relevant Subsidiary or no less favorable to the Borrower or the relevant Subsidiary, as the case may be, than what would have been obtained at the relevant time from Persons who are not employees a Affiliates; (v) commercially reasonable and fair allocation of costs among the Parent and its Subsidiaries (including the Borrower and its Subsidiaries), including corporate overhead costs; (vi) Permitted Tax Distributions as permitted pursuant to Section 6.06(a)(v), (vii) distributions and/or sales, liquidations, leases or 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 Dispositions of any Group MemberAdditional Excluded Assets, each in (viii) payments made under the ordinary course of business, provided that any 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 Administrative Services Agreement 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 between the Borrower or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (kix) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuringdescribed on Schedule 6.07 annexed hereto.

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the BorrowerBorrower (an “Affiliate Transaction”), whether or not in the ordinary course of business, involving aggregate consideration in excess of $10,000,000 other than (a) transactions among Loan Parties and their Restricted Subsidiaries (or any entity that becomes a Restricted Subsidiary as a result of such transaction), (b) on fair and reasonable terms substantially as favorable to the Borrower or 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, except (a) transactions between or among Loan Parties; (b) transactions between or among Restricted Subsidiaries that are not Loan Parties; (c) loans or advances to officersthe Transactions and the payment of fees and expenses in connection with the consummation of the Transactions, directors and employees permitted under Section 8.7; (d) the payment of reasonable [Reserved], (e) customary fees and indemnities may be paid to any directors of the Borrower and the Restricted Subsidiaries (and, to the extent attributable to the operations or ownership of the Borrower and its Restricted Subsidiaries, to directors of any Parent Holding Company) and reasonable out-of-pocket costs of such Persons may be reimbursed, (f) employment, compensation, bonus, incentive, retention and severance arrangements and health, disability and similar insurance or benefit plans or other benefit arrangements between the Borrower, any Parent Holding Company or any Restricted Subsidiary who are not employees thereof and their respective directors, officers, employees, managers, consultants or independent contractors (including management and 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 current or former employees, officers, directors, managers, consultants or independent contractors and stock option or incentive plans and other compensation arrangements) in the ordinary course of business or as otherwise approved by the Board of Directors of any Parent Holding Company or the Borrower or any Restricted Subsidiary, (g) Restricted Payments permitted under Section 7.06 (other than Section 7.06(d)), (h) Investments permitted under Section 7.02, (i) any payments required to be made pursuant to the Purchase Agreement, (j) transactions pursuant to agreements in existence on the Closing Date and compensationset forth on Schedule 7.08 or any amendment to any such agreement to the extent such an amendment is not materially adverse, employmenttaken as a whole, termination to the Lenders in any material respect, (k) transactions between a Borrower Party and other employee benefit arrangements paid to, and indemnities provided for any Person that is an Affiliate solely due to the benefit of, directors, officers or employees fact that a director of such Person is also a director of any Group MemberBorrower Party or any Parent Holding Company; provided, each however, that such director abstains from voting as a director of such Borrower Party or such Parent Holding Company, as the case may be, on any matter involving such other Person, (l) transactions between a Borrower Party and any Related License Corporation consistent with customary industry practices as determined by the Borrower in good faith, made in the ordinary course of businessbusiness or made pursuant to a Related License Corporation Management Agreement, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (im) any issuances issuance of securities Equity Interests, or other payments, awards or grants in cash, securities securities, Equity Interests or otherwise pursuant to, or the funding of, employment agreementsarrangements, stock options and stock ownership plans approved by the Borrower’s board Board of directors and (ii) any repurchases Directors of any issuancesdirect Parent Holding Company or the Borrower, awards as the case may be, (n) transactions with wholly owned Subsidiaries for the purchase or grants issued pursuant to clause (i)sale of goods, in each caseproducts, to the extent permitted by Section 8.6; (f) employment arrangements parts and services entered into in the ordinary course of business between business, (o) transactions with joint ventures for the purchase or sale of goods, equipment and services entered into in the ordinary course of business, (p) Investments by Affiliates in Indebtedness or preferred Equity Interests of the Borrower or any Restricted Subsidiary of its Subsidiaries (and/or such Affiliate’s exercise of any permitted rights with respect thereto), so long as non-Affiliates were also offered the opportunity to invest in such Indebtedness or preferred Equity Interests, and transactions with Affiliates solely in their capacity as holders of Indebtedness or preferred Equity Interests of the Borrower or any of its Subsidiaries, so long as such transaction is with all holders of such class (and there are such non-Affiliate holders) and such Affiliates are treated no more favorably than all other holders of such class generally and (q) and any employee thereof; agreements entered into in connection with any transaction permitted pursuant to Section 7.02(j)(iv) or Section 7.06(n)(i) or (gii). For purposes of this Section 7.08, any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in Section 7.08(b) any Restricted Payment permitted if (x) such Affiliate Transaction is approved by Section 8.6; a majority of Disinterested Directors or (hy) in the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted RestructuringAffiliate Transaction.

Transactions with Affiliates. Enter Neither the Borrower nor any Restricted Subsidiary will, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any kind property or the rendering of any service) with any Affiliate of the BorrowerBorrower or such Restricted Subsidiary on terms that are less favorable to the Borrower or such Restricted Subsidiary, whether as the case may be, than those that would prevail in an arm’s-length transaction with unrelated third parties; provided that the foregoing restriction shall not apply to (a) transactions between or among the Credit Parties or their Restricted Subsidiaries or any other Person that becomes a Restricted Subsidiary as a result of such transaction, not involving any other Affiliate, including any such transactions permitted under Section 6.6(v), (b) the Transactions and the payment of fees and expenses in connection with the consummation of the Transactions, (c) any Restricted Junior Payment permitted under Section 6.4, (d) issuances by the Borrower of Equity Interests (other than Disqualified Equity Interests) and receipt by the Borrower of capital contributions, (e) employment, compensation, bonus, incentive, retention and severance arrangements and health, disability and similar insurance or benefit plans or other benefit arrangements between the Borrower or any of the Restrictive Subsidiaries and their respective future, current or former officers, directors and employees (including management and 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 and employees and stock option or incentive plans and other compensation arrangements) in the ordinary course of business, other than on fair (f) payment of customary fees and reasonable terms substantially as favorable indemnities to the Borrower and reimbursement of out-of-pocket costs and expenses of any future, current or 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, except (a) transactions between or among Loan Parties; (b) transactions between or among Restricted Subsidiaries that are not Loan Parties; (c) loans or advances to former officers, directors and employees permitted under Section 8.7; (d) the payment of reasonable fees to directors of the Borrower or any and the Restricted Subsidiary 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 Subsidiaries entered into in the ordinary course of business, provided that any 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 between the Borrower or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment loans and advances permitted by under Section 8.6; 6.6(i) or 6.6(j) and (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuringset forth on Schedule 6.10.

Transactions with Affiliates. Enter Each Credit Party will not, and will not permit any of its Subsidiaries, to enter into or cause or permit to exist any arrangement, transaction or contract (including for the purchase, lease or exchange of any kind property or the rendering of services) with any Affiliate (other than arrangements, transactions or contracts solely among the Credit Parties) except (a) on fair and reasonable terms no less favorable to such Credit Party or such Subsidiary than it could obtain in an arm’s-length transaction with a Person that is not an Affiliate, (b) any transaction expressly permitted under Section 9.01(g), Section 9.01(p), Section 9.03, Section 9.04(h), Section 9.04(r), Section 9.04(v) Section 9.05(d), Section 9.05(h), Section 9.05(j), Section 9.05(k), Section 9.05(l) or Section 9.06, (c) any transactions solely among Credit Parties to the extent otherwise permitted by this Agreement; (d) [reserved], (e) so long as it has been approved by Parent’s or its applicable Subsidiary’s Board of Directors in accordance with Applicable Law, (i) customary fees to, and indemnifications of, non-officer directors of the Borrower, whether or not Credit Parties and their respective Subsidiaries and (ii) the payment of reasonable and customary compensation and indemnification arrangements and benefit plans for officers and employees of the Credit Parties and their respective Subsidiaries in the ordinary course of business, other than on fair ; and reasonable terms substantially as favorable to the Borrower or 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, except (a) transactions between or among Loan Parties; (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 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 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 transactions with joint ventures for the purchase or sale of goods, equipment and services entered into in the ordinary course of business between and to the Borrower extent such transactions are not materially adverse to the Secured Parties. No Credit Party nor any Subsidiary shall hire or engage any Restricted Subsidiary officer or executive during the term of this Agreement without such officer or executive having entered into a non-competition and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of confidentiality agreement with such Unrestricted Credit Party or Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuring.

Transactions with Affiliates. Enter into The Company will not, nor will it permit any transaction of its Subsidiaries to, sell, lease or otherwise transfer any kind with property or assets to, or purchase, lease or otherwise acquire any Affiliate property or assets from, or otherwise engage in any other transactions with, any of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or 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 Affiliateits Affiliates, except (a) transactions between that are at prices and on terms and conditions not less favorable to the Company or among Loan Parties; such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions solely between or among Restricted Subsidiaries that are the Company and any Subsidiary not Loan Parties; involving any other Affiliate, (c) loans or advances to officers, directors and employees any Indebtedness permitted under Section 8.7; 6.01(b), (c), (d) or, to the extent relating to the foregoing, (f), (d) any dividend or other distribution with respect to Equity Interests, (e) the payment of reasonable fees to directors of the Borrower Company or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiary, and compensation, employment, termination compensation and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of the Company or any Group Member, each Subsidiary in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (if) 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 options, equity incentive and stock ownership plans approved by the BorrowerCompany’s or a Subsidiary’s board of directors and the 2005 Elective Deferred Incentive Compensation Plan, (iig) any repurchases transactions with the BAC Joint Venture consisting of any issuances, awards or grants issued pursuant to clause (i), in each case, to the extent permitted by Section 8.6; (fx) employment arrangements receivables securitizations entered into in the ordinary course of business between and consistent with past practices and (y) cash equity contributions by the Borrower or Company and/or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; to the BAC Joint Venture, (h) the Acquisition; transactions arising in connection with any Permitted Foreign Securitization or any Permitted Floorplan Vehicle Transaction, and (i) pledges sales of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuringinventory.

Transactions with Affiliates. Enter into The Borrower will not, and will not permit any transaction Restricted Subsidiary to, sell, lease, license or otherwise transfer any assets to, or purchase, lease, license or otherwise acquire any assets from, or otherwise engage in any other transactions with, any of any kind with any Affiliate of the Borrowerits Affiliates, whether or not except (i) transactions in the ordinary course of businessbusiness at prices and on terms and conditions, other than on fair and reasonable terms substantially taken as a whole, not less favorable to the Borrower or such Restricted Subsidiary as than those that would be obtainable by the Borrower or such Restricted Subsidiary at the time prevail in a comparable arm’s an arm’s-length transaction with a Person other than an Affiliateunrelated third parties, except (aii) transactions between or among Loan Parties; (b) transactions between or among the Borrower and the Restricted Subsidiaries that are not Loan Parties; involving any other Affiliate, (ciii) loans or advances to officersany Restricted Payment permitted by Section 7.03(h), directors and employees permitted under Section 8.7; (div) the payment of reasonable fees to and compensation to, and the providing of reasonable indemnities on behalf of, directors of the Borrower or any Restricted Subsidiary who are not employees and officers of the Borrower or any Restricted Subsidiary, as determined by the Board of Directors of the Borrower in good faith, (v) the Spin Transaction and compensationany agreements entered into pursuant thereto, (vi) the transactions described in Schedule 7.03(i), (vii) any reasonable or customary employment, consulting, service, severance, termination and other agreement, employee benefit arrangements paid toplan, 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 indemnities provided for the benefit ofpayments related thereto; or any issuance of securities, directors, officers or employees of any Group Member, each in the ordinary course of business, provided that any 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 agreementsagreements and other compensation arrangements, options to purchase Capital Stock of the Borrower, restricted stock plans, restricted stock unit plans, long-term incentive plans, stock options appreciation rights plans, participation plans or similar employee benefits plans and/or indemnity provided on behalf of directors, officers and stock ownership plans employees of the Borrower or a Restricted Subsidiary approved by the Board of Directors of the Borrower’s board , (viii) (x) reimbursement of directors employee travel 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 lodging costs and other business expenses incurred in the ordinary course of business between and (y) loans and advances to employees made in the ordinary course of business in compliance with applicable laws and consistent with the past practices of the Borrower or any that Restricted Subsidiary and any employee thereofSubsidiary, as the case may be; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (iix) pledges of Capital Stock equity interests of an Unrestricted Subsidiary Subsidiaries to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documentsSubsidiaries; and (lx) any transactions entered into as part of a Permitted RestructuringReceivables Financing on customary terms (as determined by the Borrower’s Board of Directors).

Transactions with Affiliates. Enter Directly or indirectly, enter into or permit to exist any transaction or contract (including any purchase, sale, lease or exchange of property, the rendering of any kind service or the payment of any management, advisory or similar fees) with or for the benefit of any Affiliate of the Borrowerany Loan Party (each an “Affiliate Transaction”), whether except: (a) transactions between or among Holdings and its Restricted Subsidiaries not in the ordinary course of businessotherwise prohibited hereunder, other than (b) transactions that are on fair terms and reasonable terms substantially as conditions not less favorable to the Borrower Holdings or such Restricted Subsidiary as would be obtainable by the Borrower Holdings or such Restricted Subsidiary at the time in a comparable arm’s length arm’s‑length transaction with a Person other than an Affiliate, except (a) transactions between or among Loan Parties; (b) transactions between or among Restricted Subsidiaries from unrelated third parties that are not Loan Parties; Affiliates, (c) loans any Restricted Payment permitted by Section 8.05, (d) fees and compensation (including severance), benefits and incentive arrangements (including pursuant to stock option and other employee benefit plans) paid or advances to provided to, and any indemnity provided on behalf of, officers, directors and or employees permitted under Section 8.7; (d) the payment of reasonable fees to directors of Holdings, the Borrower or any Subsidiary in the ordinary course of business, (e) the issuance or sale of any Capital Stock of Holdings (and the exercise of any options, warrants or other rights to acquire Capital Stock of Holdings) or any contribution to the capital of Holdings, (f) the Transactions and the payment of fees and expenses in connection with the consummation of the Transactions to the extent permitted under Section 8.05(e), (g) [reserved], (h) Investments in the Borrower’s Subsidiaries and joint ventures (to the extent any such Subsidiary that is not a Restricted Subsidiary who are not employees or any such joint venture is only an Affiliate as a result of Investments by Holdings and its Restricted Subsidiaries in such Subsidiary or joint venture) to the extent otherwise permitted under Section 8.06, (i) transactions between the Borrower and any 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 (or any Parent Company), the Borrower or any Restricted Subsidiary, and compensation(j) the issuance of Capital Stock by Holdings to the Sponsor or any of its Affiliates (other than to any Subsidiary of Holdings) or any Parent Company, employmentor to any director, termination officer, employee or consultant thereof, (k) advances for commissions, travel 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 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 similar purposes in the ordinary course of business to directors, officers and employees, (l) transactions otherwise permitted hereunder, (m) Intellectual Property licensing or sublicensing arrangements otherwise permitted hereunder, (n) payments to satisfy their obligations to pay taxes and other required amounts pursuant to any tax sharing agreements among the Loan Parties and their Subsidiaries to the extent such taxes and other required amounts are attributable to the ownership or operations of the Loan Parties and their Subsidiaries, provided that such taxes and amounts shall be determined by reference to applicable tax laws and on an arm’s length basis, (o) licenses or sublicenses of any trademarks, trade names and business systems or other Intellectual Property between the Borrower or any Restricted Subsidiary Loan Parties and any employee thereoftheir Affiliates in the ordinary course of business and consistent with the practices in place on the Original Closing Date (or, with respect to the Second Acquired Business, on the Restatement Effective Date); (gp) any Restricted Payment permitted by Section 8.6arrangements of the type or nature set forth on Schedule 8.08 so long as consistent with the business practices of the Borrower and its Subsidiaries as in place on the Original Closing Date (or, with respect to Subsidiaries acquired pursuant to the Restatement Effective Date Acquisition, on the Restatement Effective Date); (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (kq) transactions contemplated by any Permitted Foreign Receivables Facility documentspursuant to provisions of the Loan Documents with the Sponsor and its Affiliates (including Affiliated Investment Funds) (in each case, in their respective capacities as Lenders); and (lr) any Permitted Restructuringtransactions between or among Holdings or its Restricted Subsidiaries, on the one hand, and Unrestricted Subsidiaries, on the other hand, where Holdings or the Restricted Subsidiary is receiving the more favorable terms.

Transactions with Affiliates. Enter into No Loan Party will, nor will it permit any transaction Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of any kind with any Affiliate of the Borrowerits Affiliates, whether or not in the ordinary course of business, other than except (a) transactions that are on fair terms and reasonable terms conditions substantially as favorable to the Borrower or such Restricted Subsidiary Loan Party as would be obtainable by the Borrower or such Restricted Subsidiary Loan Party at the time in a comparable arm’s arm’s-length transaction with a Person other than an Affiliatefrom unrelated third parties that are not Affiliates, except (a) transactions between or among Loan Parties; (b) transactions between or among Restricted Subsidiaries that are Holdings, the Company and any Subsidiary (other than an Unrestricted Subsidiary) not Loan Parties; involving any other Affiliate (but if a Default exists, such transactions shall be on an arms-length basis and any sale of goods between such parties shall be at least at cost), (c) loans or advances to officersany investment permitted by Section 6.04, directors and employees (d) any Indebtedness permitted under Section 8.7; 6.01 or Lien permitted under Section 6.02, (de) any Restricted Payment or Restricted Debt Payment permitted by Section 6.08, (f) the payment of reasonable fees and out-of-pocket costs to directors of the Borrower Holdings (or any Restricted Subsidiary who are not employees of direct or indirect parent thereof), the Borrower Company or any Restricted Subsidiary, and compensation, employment, termination compensation and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of Holdings (or any Group Memberdirect or indirect parent thereof), each the Company or its Subsidiaries in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (ig) 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 Holdings’ (or its direct or indirect parent company’s) or the BorrowerCompany’s board of directors and (ii) any repurchases of any issuancesdirectors, 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 between the Borrower or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisitionpayment of (A) management or monitoring or similar fees to the Sponsor and Sponsor termination fees and related indemnities and reasonable expenses, and (B) transaction advisory services fees with respect to transactions in respect of which the Sponsor provides any transaction, advisory or other similar services, in each case pursuant to, and in accordance with, the Management Services Agreements as such agreements are in effect as of the Effective Date; provided that, other than in the case of the payment of indemnities and expenses, no Event of Default has occurred and is continuing or would result after giving effect to such payment (and during the existence of any such Event of Default, such fees may accrue but may not be paid), (i) pledges any contribution to the capital of Capital Stock Holdings (or any direct or indirect parent company thereof) by the Sponsor or any Affiliate thereof or any purchase of an Unrestricted Subsidiary to secure Indebtedness Equity Interests of such Unrestricted Subsidiary; Holdings (or any direct or indirect parent company thereof) by the Sponsor or any Affiliate thereof, (j) the provision of Cash Collateral permitted under Section 8.3(aa) Transactions and, the RTD Transactions, and payments and distributions of amounts therefrom; the Hercules Transactions, (k) transactions contemplated payments by Holdings (and any Permitted Foreign Receivables Facility documents; direct or indirect parent thereof), the Company and its Subsidiaries pursuant to the tax sharing agreements among Holdings (and any such parent thereof), the Company and the Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Company and its Subsidiaries, (l) transactions pursuant to permitted agreements in existence on the Effective Date and set forth on Schedule 6.09 or any Permitted Restructuringamendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect and (m) payments by the Company or any Subsidiary to any of the Sponsor 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 disinterested members of the Board of Directors of Holdings (or such parent) or the Company in good faith.

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of Holdings or the BorrowerBorrowers, whether or not in the ordinary course of business, other than (a) transactions between or among the Loan Parties or any entity that becomes a Loan Party as a result of such transaction or between or among Non-Loan Parties, including entities that become Restricted Subsidiaries as a result of such transaction, (b) transactions on fair and reasonable terms substantially as not materially less favorable to the Holdings, such Borrower or such Restricted Subsidiary as would be obtainable by the Holdings, such Borrower or such Restricted Subsidiary at the time in a comparable arm’s arm’s-length transaction with a Person other than an Affiliate, except (a) transactions between or among Loan Parties; (b) transactions between or among Restricted Subsidiaries that are not Loan Parties; (c) loans the issuance of Equity Interests to any officer, director, employee or advances consultant of Holdings, the Borrowers or any of their respective Subsidiaries or any direct or indirect parent of Holdings or the Borrowers in connection with any Transaction, (d) [reserved], (e) equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests by Holdings, the Borrowers or any of their respective Restricted Subsidiaries to officersany Permitted Holder or to any director, directors and employees officer, employee or consultant of Holdings, any of its direct or indirect parent companies or any of its Restricted Subsidiaries, or as otherwise permitted under Section 8.7; 7.06, (df) the payment of reasonable fees to directors of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiary, and compensation, employment, termination loans and other employee benefit arrangements paid totransactions by Holdings, the Borrowers 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 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, Subsidiaries to the extent permitted by Section 8.6; under this Article VII, (fg) employment and severance arrangements entered into between Holdings, the Borrowers and the Restricted Subsidiaries and their respective officers and employees in the ordinary course of business between the Borrower or any Restricted Subsidiary and any transactions pursuant to stock option plans and employee thereof; (g) any Restricted Payment permitted by Section 8.6; benefit plans and arrangements, (h) payments by Holdings, the Acquisition; Borrowers (and any direct or indirect parent thereof) and the Restricted Subsidiaries pursuant to the tax sharing agreements among Holdings, the Borrowers (and any such direct or indirect parent thereof) and the Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of Holdings, the Borrowers and the Restricted Subsidiaries, (i) pledges the payment of Capital Stock customary fees and reasonable out of an Unrestricted Subsidiary pocket costs to, and indemnities provided on behalf of, current and former directors, officers, employees and consultants of Holdings, the Borrowers and the Restricted Subsidiaries or any direct or indirect parent of Holdings and the Borrowers in the ordinary course of business to secure Indebtedness the extent attributable to the ownership or operation of such Unrestricted Subsidiary; Holdings, the Borrowers and the Restricted Subsidiaries, (j) transactions pursuant to permitted agreements in existence on the provision of Cash Collateral Fourth Restatement Effective Date and set forth on Schedule 7.08 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect, (k) dividends, redemptions, repurchases and other Restricted Payments permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and 7.06, (l) customary payments by Holdings, the Borrowers and any Restricted Subsidiaries 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 a majority of the disinterested members of the board of directors of Holdings, the Lead Borrower or the entity making such payment in good faith, (m) the existence of, or the performance by any of Holdings, the Borrowers or any of their respective Restricted Subsidiaries of its obligations under the terms of any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Fourth Restatement Effective Date and any similar agreements which it may enter into thereafter; provided that the existence of, or the performance by Holdings, the Borrowers or any of their respective Restricted Subsidiaries of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Fourth Restatement Effective Date shall be permitted by this clause (m) only to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Lenders when taken as a whole, and (n) the transactions comprising Permitted RestructuringReceivables Financings.

Transactions with Affiliates. Enter into Except for transactions by or among Loan Parties and except for any transaction (or series of related transactions) involving aggregate consideration of less than $5,000,000, no Group Member will sell or transfer any kind with property or assets to, or purchase or acquire any Affiliate property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except that (a) any Group Member may engage in any of the Borrowerforegoing transactions with an Affiliate at prices and on terms and conditions not less favorable to either such Group Member than could be obtained on an arm’s-length basis from unrelated third parties, whether (b) Restricted Payments may be made to the extent provided in Section 6.07, (c) [reserved], (d) Group Members may pay (directly or not through Holdings) reasonable fees and out-of-pocket costs to directors of Holdco (or any direct or indirect parent thereof), and compensation and employee benefits to (and indemnities provided for the benefit of) directors, officers or employees of Holdco (or any direct or indirect parent thereof), in each case in the ordinary course of business, (e) Holdco and its Subsidiaries may enter into, and may make payments (directly or through Holdings) under, employment agreements, employee benefits plans, stock option plans, management incentive plans, indemnification provisions, severance arrangements, and other than on fair and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction similar compensatory arrangements with a Person other than an Affiliate, except (a) transactions between or among Loan Parties; (b) transactions between or among Restricted Subsidiaries that are not Loan Parties; (c) loans or advances to officers, directors employees and employees permitted under Section 8.7; (d) the payment of reasonable fees to directors of the Borrower Holdco (directly or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiary, through Holdings) 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 its Subsidiaries in the ordinary course of business, provided that (f) periodic allocations of overhead expenses among Holdco and its Subsidiaries may be made, (g) Group Members may make payments pursuant to tax sharing agreements among Holdco (and any payment in respect direct or indirect parent thereof), and its Subsidiaries on customary terms to the extent attributable to the ownership or operation of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); Holdco and its Subsidiaries, (e) (ih) any issuances of securities or other paymentspayments (directly or through Holdings), awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options options, management investment plans and stock ownership plans approved by the BorrowerHoldco (or its direct or indirect parent company’s) or Holdco’s board of directors shall be permitted and (iii) any repurchases of any issuances, awards or grants issued transactions pursuant to clause (i)permitted agreements in existence on the ARCA Effective Date and listed on Schedule 6.08, in each case, or any amendment thereto to the extent permitted by Section 8.6; (f) employment arrangements entered into such an amendment is not adverse to the Lenders in the ordinary course of business between the Borrower or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuringmaterial respect, shall be permitted.

Transactions with Affiliates. Enter Borrower shall not, directly or indirectly, enter into any transaction with aggregate consideration in excess of $50,000,000 (including the purchase, sale, lease or exchange of any kind property or the rendering of any service) with any Affiliate of Borrower on terms that are materially less favorable in the aggregate to Borrower than Borrower would obtain in a comparable agreement with independent parties acting at arm’s length; provided that, the foregoing restriction shall not apply to (a) any indemnity provided to and any reasonable and customary fees paid to members of the board of directors of Borrower; (b) (i) compensation, whether or not benefits and indemnification arrangements for officers and other employees of Borrower entered into in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or 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, except (a) transactions between or among Loan Parties; (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 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 payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (iii) any issuances issuance of securities securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreementsarrangements, stock options and options, stock ownership plans, including restricted stock plans, stock grants, directed share programs and other equity-based plans and the granting and stockholder rights of registration rights approved by the Borrower’s board of directors of Borrower; (c) transactions in effect on the Closing Date that are permitted under the Existing Credit Agreement, including amendments and extensions thereto entered into in accordance with this Section 6.7 (iiit being understood that the aggregate consideration payable in connection with any amendment or extension shall be determined based on the remaining term of the applicable transaction as amended or extended); (d) any repurchases of any issuances, awards or grants issued pursuant to clause (i), in each case, to the extent Subordinated Indebtedness permitted by Section 8.66.1(m) (Indebtedness); (f) employment arrangements entered the entering into in the ordinary course of business between the Borrower any tax sharing agreement or any Restricted Subsidiary and any employee thereofsimilar arrangement; or (g) any Restricted Payment permitted by transaction between Borrower and a wholly owned Subsidiary of Borrower, so long as Borrower has determined in good faith that such transaction is in its commercial interest. For purposes of this Section 8.6; (h) the Acquisition; 6.7, for so long as (i) pledges Borrower retains, directly or indirectly, ownership of Capital Stock 100% of an Unrestricted Subsidiary to secure Indebtedness the CQP IDRs, (ii) Borrower, directly or indirectly, holds and controls legally and beneficially on a fully diluted basis at least 80% of such Unrestricted Subsidiary; the economic and voting rights associated with ownership of all outstanding Equity Interests of all classes of Equity Interests of CQH, (jiii) Borrower, directly or indirectly, owns and controls legally and beneficially on a fully diluted basis 100% of the provision voting rights associated with ownership of Cash Collateral permitted under Section 8.3(aa) all outstanding Equity Interests of all classes of Equity Interests of CQP GP (and payments and distributions CQP GP remains the general partner of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; CQP), and (liv) CQH does not dispose of any Permitted Restructuringof the limited partnership interests of CQP held by CQH on the Closing Date, CQP and CQH shall be considered wholly owned Subsidiaries of Borrower.

Transactions with Affiliates. Enter into Except as set forth on Schedule 6.07, and except for transactions by or among Loan Parties, sell or transfer any transaction 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 that (a) the Borrower or any kind with Subsidiary may engage in any Affiliate of the Borrower, whether or not foregoing transactions in the ordinary course of businessbusiness and on terms and conditions, other than on fair and reasonable terms substantially taken as a whole, not less favorable to the Borrower or such Restricted Subsidiary as would than could be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s obtained on an arm's-length transaction with a Person other than an Affiliate, except (a) transactions between or among Loan Partiesbasis from unrelated third parties; (b) the Loan Parties and the Foreign Subsidiaries may perform their respective obligations under, and engage in any transactions between contemplated by, the terms of the Tax Sharing Agreement in effect on the Closing Date, or among Restricted Subsidiaries any amendments thereto that are do not materially increase the Loan Parties' obligations thereunder; (c) loans the Borrower or advances to officersany Subsidiary may make any Restricted Payment permitted by Section 6.06(a)(i), directors and employees permitted under Section 8.7(iii) or (v); (d) the payment Borrower or any Subsidiary may make any investment permitted by paragraph (a), (c), (e), (h), (n), (p) or (q) of reasonable fees to directors of Section 6.04; (e) the Borrower or any Restricted Subsidiary who are not employees may engage in any transaction pursuant to which Mafco or any wholly owned subsidiary of Mafco will provide the Borrower and the Subsidiaries at their request and at the cost to Mafco or such wholly owned subsidiary with certain allocated services to be purchased from third party providers, such as legal and accounting services, insurance coverage and other services; (f) 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 Subsidiary may engage in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t)Transactions; (eg) (i) the Borrower and any issuances of securities or other payments, awards or grants Subsidiary may engage 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 transaction in the ordinary course of business between the Borrower or any Restricted a Subsidiary and any its own employee thereof; (g) any Restricted Payment permitted stock option plan that is approved by Section 8.6the Borrower or such Subsidiary in good faith; (h) the AcquisitionBorrower or any Subsidiary may engage in the transactions contemplated by the trademark license agreement and services agreements between Panavision International, L.P. and either Panavision Imaging, LLC or Panavision SVI, LLC relating to the design, manufacture or supply of digital imaging devices or technology; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiarymergers, consolidations, amalgamations, liquidations, dissolutions and Asset Sales permitted by Section 6.05; (j) the provision Borrower and/or any Subsidiary may engage in good faith in any transaction with any of Cash Collateral permitted under Section 8.3(aa) their respective Affiliates which provides for shared services and/or facilities arrangements that the Borrower determines to be in the best interests of the Borrower and payments the Subsidiaries taken as a whole and distributions of amounts therefrom; which provides cost savings and/or other operational efficiencies to the Borrower and the Subsidiaries, taken as a whole, and (k) the Borrower or any of its wholly owned subsidiaries may engage in transactions contemplated by with any Permitted Foreign Receivables Facility documents; wholly owned subsidiary of the Borrower that the Borrower determines to be in the best interests of the Borrower and (l) any Permitted Restructuringthe Subsidiaries, taken as a whole.

Transactions with Affiliates. Enter into The Borrower will not, nor will it permit any transaction Subsidiary to, sell, lease, license or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of any kind with any Affiliate of the Borrowerits Affiliates, whether or not except (i) transactions in the ordinary course of business, other than business at prices and on fair terms and reasonable terms substantially as conditions not less favorable to the Borrower or such Restricted Subsidiary as would than could be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s obtained on an arm’s-length transaction with a Person other than an Affiliatebasis from unrelated third parties, except (aii) transactions between or among the Borrower and the Subsidiary Loan Parties; Parties (b) transactions or, in the case of intellectual property licenses, between or among Restricted Subsidiaries that are the Borrower and the Subsidiaries) not Loan Parties; involving any other Affiliate, (ciii) loans or advances to officers, directors and employees permitted under Section 8.7; 6.04(g), (div) payroll, travel and similar advances to cover matters permitted under Section 6.04(h), (v) the payment of reasonable fees to directors of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiary, and compensation, employment, termination compensation and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of any Group Member, each the Borrower or the Subsidiaries in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (ivi) 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 directors, (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; (fvii) employment and severance arrangements entered into in the ordinary course of business between the Borrower or any Restricted Subsidiary and any employee thereof; thereof and approved by the Borrower’s board of directors, (gviii) any Restricted Payment permitted by Section 8.6; 6.08, (hix) transactions with the Acquisition; NASD of the type described on Schedule 6.09, (ix) pledges any issuance of Capital Stock common stock of an Unrestricted Subsidiary the Borrower to secure Indebtedness any holder of Convertible Notes upon conversion of such Unrestricted Subsidiary; holder’s Convertible Notes in accordance with the terms of the Convertible Notes Documents, (jxi) any transfer or surrender for any value (including nil value) to LSE of any losses which arise for UK tax purposes in the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; Tranche C Additional Borrower in accordance with the taxes act, in force in the UK from time to time and (lxii) any Permitted Restructuringpayments in respect of certain tax sharing arrangements under the VAB Transaction Agreement as in effect on December 8, 2005 (as such agreement may be amended or modified from time to time in a manner not materially adverse to the interests of the Lenders).

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or 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, except (a) transactions between or among Loan Parties; (b) transactions Parties or between or among Restricted Subsidiaries Group Members that are not Loan Parties; (cb) loans or advances to officers, directors and employees permitted under Section 8.78.7(d); (dc) the payment of reasonable fees to directors of the Borrower or any Restricted Subsidiary 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 the Borrower or any Group MemberSubsidiary, each in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (ed) (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; (fe) employment arrangements entered into in the ordinary course of business between the Borrower or any Restricted Subsidiary and any employee thereof; (gf) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (lg) any Permitted Restructuringconsummate the Actel Acquisition and the Zarlink Acquisition.

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or 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, except ; provided that the foregoing restriction shall not apply to (ai) transactions between or among the Loan Parties; (b) Parties and transactions between or among wholly-owned Restricted Subsidiaries that are not Loan Parties; , (cii) loans or advances transactions pursuant to officersthe Material Contracts as in effect on the date of this Agreement or, directors and employees if applicable, to the extent modified as permitted under this Agreement, (iii) Investments permitted under Section 8.7; 7.03, (div) any Restricted Payments permitted under Section 7.06, (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 reasonable fees fees, expenses, indemnities or other payments to directors the GP in connection with reimbursable general corporate and overhead expenses of the Borrower or any and its Restricted Subsidiary who are not employees of Subsidiaries and the Borrower or any Restricted Subsidiaryoperation, and compensation, employment, termination management and other employee benefit arrangements paid toservices rendered to Borrower and its Restricted Subsidiaries, and indemnities provided for in each case pursuant to the benefit ofPartnership Agreement, directors(vii) any issuance, officers grant or employees award of stock, options, other equity related interests or other equity securities to any Group Membersuch employees, officers, directors or consultants, in each case in the ordinary course of business, provided that any (viii) the payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (i) any issuances reasonable directors’ fees, expenses and indemnities to directors 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 Restricted Subsidiary in the ordinary course of business between the Borrower or any Restricted Subsidiary and any employee thereof; business, (g) any Restricted Payment permitted by Section 8.6; (hix) the Acquisition; execution, delivery and performance (ias applicable) pledges of Capital Stock the Transactions, (x) engaging in any transaction with an Affiliate if such transaction has been approved by the Conflicts Committee of an Unrestricted Subsidiary to secure Indebtedness the Board of such Unrestricted Subsidiary; Directors of the GP and (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (kxi) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuringlisted on Schedule 7.08.

Transactions with Affiliates. Enter The Company will not and will not permit any Subsidiary to enter into directly or indirectly any transaction or group of related transactions (including without limitation the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair (i) transactions with Project Finance Subsidiaries, as permitted by Section 9.7(b)(ii) and reasonable terms substantially as favorable to the Borrower or 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, except (a) transactions between or among the Company and one or more Subsidiaries, or any subset thereof, to the extent permitted under Sections 10.2, 10.6, 10.7, 10.10 and 10.14, (ii) Leases with Qualified Lessees and transactions relating thereto, (iii) any Qualified Lessee Affiliate Loan Parties; (b) transactions between or among Restricted Subsidiaries that are not Loan Parties; (c) loans or advances to officers, directors and employees any Indebtedness permitted under Section 8.7; 10.6(d)(ii), (div) the payment of customary fees and reasonable fees to directors out of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiary, and compensation, employment, termination and other employee benefit arrangements paid pocket costs to, and indemnities provided for the benefit of, directors, officers or and employees of any Group Member, each the Company and its Subsidiaries in the ordinary course of business, (v) Investments permitted pursuant to Section 10.7, (vi) transactions entered into in connection with the Cross Valley Project on or prior to the Cross Valley Project Transfer and the Golden Spread Project on or prior to the Golden Spread Project Transfer, (vii) ROFO Transfers, and (viii) upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtained in a comparable arms-length transaction with a Person not an Affiliate; provided that any payment in respect transaction will be deemed to meet the requirements of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); this clause (eviii) if, (ix) any issuances of securities or other paymentsprior to a Qualifying IPO, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans such transaction is on terms approved by the Borrower’s holders of a majority of the Capital Stock of InfraREIT held by Persons who do not have a separate material interest in such transaction other than by virtue of their ownership of such Capital Stock, or by a majority of the directors nominated by such Persons, and (y) upon the completion of a Qualifying IPO and thereafter, such transaction is on terms approved by a majority of the board of directors and (iior comparable governing body) any repurchases of InfraREIT or an Affiliate thereof who are “independent”(as such term is defined pursuant to the rules of the primary exchange on which the Capital Stock is listed for trading), or a majority of the “independent” members of a committee of any issuances, awards such board of directors (or grants issued pursuant to clause (icomparable governing body), in each case, to the extent permitted by Section 8.6; (f) employment arrangements entered into in the ordinary course of business between the Borrower or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuring.

Transactions with Affiliates. Enter into into, renew, extend or be a party to any transaction of any kind with any Affiliate of the Borrowerany Loan Party, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower Loan Parties or such Restricted Americas Subsidiary as would be obtainable by the Borrower Loan Parties or such Restricted Americas Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, except provided that the foregoing restriction shall not apply to (a) transactions a transaction between or among the Loan PartiesParties not prohibited hereunder; (b) transactions not otherwise prohibited hereunder between or among Restricted Subsidiaries the Parent or any Subsidiary or any entity that are not Loan Partiesbecomes a Subsidiary as a result of such transaction; (c) loans equity issuances, repurchases, retirements or advances to officers, directors and employees other acquisitions or retirements of Equity Interests by the Parent permitted under Section 8.77.06; (d) the transactions occurring on the Closing Date and the payment of fees and expenses related thereto; (e) the issuance of Equity Interests to any officer, director, employee or consultant of the Parent or any of its Subsidiaries; (f) transactions, arrangements, reimbursements and indemnities permitted between or among such parties under this Agreement; (g) the payment of reasonable fees and out-of-pocket costs to directors of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiarydirectors, and compensation, employment, termination compensation and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of the Parent or any Group Member, each in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t)its Subsidiaries; (e) (ih) 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 of 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 between the Borrower Parent or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisitionof its Subsidiaries; (i) pledges of Capital Stock of an Unrestricted Subsidiary any transfers by or among any Affiliates to secure Indebtedness of such Unrestricted Subsidiary; pay tax liabilities, or (j) transactions pursuant to and in connection with the provision Term Loan Documents (including the issuance of Cash Collateral permitted under Section 8.3(aa) warrants in connection therewith and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted RestructuringAmendment/Refinancing thereof).

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than (a) transactions among Loan Parties and their Restricted Subsidiaries (or any entity that becomes a Restricted Subsidiary as a result of such transaction), (b) on fair and reasonable terms substantially as favorable to the Borrower or 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, except (a) transactions between or among Loan Parties; (b) transactions between or among Restricted Subsidiaries that are not Loan Parties; (c) loans or advances to officersany transaction among a Securitization Subsidiary and a Foreign Subsidiary effected as part of a Permitted Receivables Financing, directors and employees permitted under Section 8.7; (d) customary fees and indemnities may be paid to any directors, officers, employees or managers of the payment Borrower and the Restricted Subsidiaries and reasonable out-of-pocket costs of reasonable fees to directors of such Persons may be reimbursed, (e) employment, compensation, bonus, incentive, retention and severance arrangements and health, disability and similar insurance or benefit plans or other benefit arrangements between the Borrower or any Restricted Subsidiary who are not thereof and their respective directors, officers, employees or managers (including management and 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 current or former employees, officers, directors, managers, consultants or independent contractors and stock option or incentive plans and other compensation arrangements) in the ordinary course of business or as otherwise approved by the board of directors (or other similar governing body) of the Borrower or any Restricted Subsidiary, (f) Restricted Payments permitted under Section 7.06 (other than Section 7.06(d)), (g) Investments permitted under Section 7.02, (h) transactions pursuant to agreements in existence on the Closing Date and compensationset forth on Schedule 7.08 or any amendment to any such agreement to the extent such an amendment is not materially adverse, employmenttaken as a whole, termination to the Lenders in any material respect, (i) transactions between the Borrower or any of the Restricted Subsidiaries and any Person that is an Affiliate solely due to the fact that a director of such Person is also a director of the Borrower or such Restricted Subsidiary; provided, however, that such director abstains from voting as a director of the Borrower or such Restricted Subsidiary on any matter involving such other Person, (j) loans, guarantees and other employee benefit arrangements paid totransactions by the Borrower and the Restricted Subsidiaries to the extent permitted under Article VII (excluding any other provisions generally permitting transactions permitted by this Section 7.08), (k) transactions in which the Borrower or any 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 indemnities provided that is independent of the Borrower and their Affiliates stating that such transaction is fair to the Borrower or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (b) of this Section 7.08, (l) transactions with wholly owned Subsidiaries for the benefit ofpurchase or sale of goods, directorsproducts, officers or employees of any Group Member, each parts and services entered into in the ordinary course of business, provided that any payment in respect (m) transactions with joint ventures for the purchase or sale of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (i) any issuances of securities or other paymentsgoods, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options equipment 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 services entered into in the ordinary course of business between business, (n) Investments by Affiliates in Indebtedness or preferred Equity Interests of the Borrower or any Restricted Subsidiary of its Subsidiaries (and/or such Affiliate’s exercise of any permitted rights with respect thereto), so long as non-Affiliates were also offered the opportunity to invest in such Indebtedness or preferred Equity Interests, and transactions with Affiliates solely in their capacity as holders of Indebtedness or preferred Equity Interests of the Borrower or any employee thereof; of its Subsidiaries, so long as such transaction is with all holders of such class (gand there are such non-Affiliate holders) and such Affiliates are treated no more favorably than all other holders of such class generally, and (o) any Restricted Payment permitted other transaction with an Affiliate, which is approved by Section 8.6; a majority of disinterested members of the board of directors (hor equivalent governing body) of the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted RestructuringBorrower in good faith.

Transactions with Affiliates. Enter into any transaction The Borrower will conduct, and cause each of any kind the Restricted Subsidiaries to conduct, all transactions with any Affiliate of the Borrower, whether or not in the ordinary course of business, its Affiliates (other than Holdings, the Borrower and the Restricted Subsidiaries) involving aggregate payments or 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 fair and reasonable a Pro Forma Basis) for any individual transaction or series of related transactions on terms that are at least substantially as favorable to the Borrower or such Restricted Subsidiary as it would be obtainable obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate, as determined by the board of directors of the Borrower or such Restricted Subsidiary at in good faith; provided that the time in a comparable arm’s length transaction with a Person other than an Affiliate, except foregoing restrictions shall not apply to (a) [reserved], (b) transactions permitted by Section 10.5, (c) consummation of the Transactions, the Acquisition Transactions, any Permitted Tax Reorganization and the payment of the Transaction Expenses and other expenses in connection with the foregoing, (d) the issuance of Capital Stock or Stock Equivalents of the Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries not otherwise prohibited by the Credit Documents, (e) loans, advances and other transactions between or among Loan Parties; Holdings, the Borrower, any Restricted Subsidiary, any Parent Entity or any joint venture (bregardless of the form of legal entity) 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 in which the Borrower or any Restricted Subsidiary who are has invested (and which Subsidiary or joint venture would not employees be an Affiliate of the Borrower or any Restricted Subsidiary, and compensation, employment, termination and other employee benefit arrangements paid to, and indemnities provided but for the benefit of, directors, officers or employees of any Group Member, each in the ordinary course of business, provided that any 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 or a Subsidiary’s ownership of directors and (ii) any repurchases of any issuances, awards Capital Stock or grants issued pursuant to clause (iStock Equivalents in such joint venture or Subsidiary), in each case, to the extent permitted by under Section 8.6; 10, (f) employment and severance arrangements entered into between the Borrower and the Restricted Subsidiaries and their respective officers, employees or consultants (including management and employee benefit plans or agreements, stock option plans and other compensatory arrangements) in the ordinary course of business between the Borrower or any Restricted Subsidiary (including loans and any employee thereof; advances in connection therewith), (g) payments by the Borrower (and any Restricted Payment direct or indirect parent thereof) and the Subsidiaries pursuant to the tax sharing agreements among the Borrower (and any such parent) and the Subsidiaries that are permitted by under Section 8.610.5(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 Borrower, (h) the Acquisition; payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, employees of the Borrower (or any direct or indirect parent thereof) and the Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries, (i) pledges transactions undertaken pursuant to membership in a purchasing consortium, (j) transactions pursuant to any agreement or arrangement as in effect as of Capital Stock 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 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 secure Indebtedness the redesignation of any such Unrestricted Subsidiary as a Restricted Subsidiary; provided that such transaction was not entered into in contemplation of such Unrestricted Subsidiary; designation or redesignation, as applicable, (jm) Affiliate repurchases of the provision Loans or Commitments to the extent permitted hereunder and the holding of Cash Collateral permitted under Section 8.3(aa) such Loans or Commitments and the payments and distributions of amounts therefrom; (k) other transactions contemplated by herein in respect thereof, (n) any customary transactions with a Securitization Entity effected as part of a Permitted Foreign Receivables Facility documents; Securitization Financing and (lo) any customary indemnification or expense reimbursement payments to the Permitted RestructuringHolders.

Transactions with Affiliates. Enter into No Loan Party will, nor will it permit any transaction Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of any kind with any Affiliate of the Borrowerits Affiliates, whether or not in the ordinary course of business, other than except (a) transactions that are on fair terms and reasonable terms conditions substantially as favorable to the Borrower or such Restricted Subsidiary Loan Party as would be obtainable by the Borrower or such Restricted Subsidiary Loan Party at the time in a comparable arm’s arm’s-length transaction with a Person other than an Affiliatefrom unrelated third parties that are not Affiliates, except (a) transactions between or among Loan Parties; (b) transactions between or among Restricted Subsidiaries that are Holdings, the Company and any Subsidiary (other than an Unrestricted Subsidiary) not Loan Parties; involving any other Affiliate (but if a Default exists, such transactions shall be on an arms-length basis and any sale of goods between such parties shall be at least at cost), (c) loans or advances to officersany investment permitted by Section 6.04, directors and employees (d) any Indebtedness permitted under Section 8.7; 6.01 or Lien permitted under Section 6.02, (de) any Restricted Payment or Restricted Debt Payment permitted by Section 6.08, (f) the payment of reasonable fees and out-of-pocket costs to directors of the Borrower Holdings (or any Restricted Subsidiary who are not employees of direct or indirect parent thereof), the Borrower Company or any Restricted Subsidiary, and compensation, employment, termination compensation and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of Holdings (or any Group Memberdirect or indirect parent thereof), each the Company or its Subsidiaries in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (ig) 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 Holdings’ (or its direct or indirect parent company’s) or the BorrowerCompany’s board of directors and (ii) any repurchases of any issuancesdirectors, 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 between the Borrower or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisitionpayment of (A) management or monitoring or similar fees to the Sponsor and Sponsor termination fees and related indemnities and reasonable expenses, and (B) transaction advisory services fees with respect to transactions in respect of which the Sponsor provides any transaction, advisory or other similar services, in each case pursuant to, and in accordance with, the Management Services Agreements as such agreements are in effect as of the Effective Date; provided that, other than in the case of the payment of indemnities and expenses, no Event of Default has occurred and is continuing or would result after giving effect to such payment (and during the existence of any such Event of Default, such fees may accrue but may not be paid), (i) pledges any contribution to the capital of Capital Stock Holdings (or any direct or indirect parent company thereof) by the Sponsor or any Affiliate thereof or any purchase of an Unrestricted Subsidiary to secure Indebtedness Equity Interests of such Unrestricted Subsidiary; Holdings (or any direct or indirect parent company thereof) by the Sponsor or any Affiliate thereof, (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; Transactions, (k) transactions contemplated payments by Holdings (and any Permitted Foreign Receivables Facility documents; direct or indirect parent thereof), the Company and its Subsidiaries pursuant to the tax sharing agreements among Holdings (and any such parent thereof), the Company and the Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Company and its Subsidiaries, (l) transactions pursuant to permitted agreements in existence on the Effective Date and set forth on Schedule 6.09 or any Permitted Restructuringamendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect and (m) payments by the Company or any Subsidiary to any of the Sponsor 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 disinterested members of the Board of Directors of Holdings (or such parent) or the Company in good faith.

Transactions with Affiliates. Enter into 138 . Capri Holdings will not, and will not permit any transaction of its Subsidiaries to, sell, lease or otherwise transfer any kind with property or assets to, or purchase, lease or otherwise acquire any Affiliate property or assets from, or otherwise engage in any other transactions with, any of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or 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 Affiliateits Affiliates, except (a) at prices and on financial terms and conditions (in the aggregate, taking into account all of Capri Holdings’ and its Subsidiaries’ transactions between with, and the benefits to Capri Holdings and its Subsidiaries derived from Capri Holdings’ and its Subsidiaries’ Investment in, such Affiliate) not less favorable to Capri Holdings or among Loan Parties; such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among Restricted Capri Holdings and its Subsidiaries (or any Person that are becomes a Subsidiary as a result of such transaction) not Loan Parties; involving any other Affiliate, (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 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 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 between the Borrower or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.66.06; (hd) the Acquisitionany Investment permitted by Section 6.04; (ie) pledges fees and compensation paid (including through the issuance of Capital Stock Equity Interests in Capri Holdings or any direct or indirect parent thereof) and benefits provided to, and customary indemnity and reimbursement provided on behalf of, officers, directors, employees, agents or consultants of an Unrestricted Subsidiary to secure Indebtedness Capri Holdings or any of such Unrestricted Subsidiaryits Subsidiaries; (jf) employment and severance arrangements entered into by Capri Holdings or any of its Subsidiaries in the provision ordinary course of Cash Collateral permitted business and transactions pursuant to any employee or director equity plan, employee or director stock option plan or any other employee or director benefit plan; provided that any payments made under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documentssuch agreements or plans are made in compliance with this Agreement; and (lg) any Permitted Restructuringagreement, instrument or arrangement as in effect on the Effective Date and set forth on Schedule 6.06, and any amendment, supplement or other modification thereto, so long as any such amendment, supplement or modification is not adverse to the Lenders in any material respect as compared to the terms of the applicable agreement, instrument or arrangement as in effect on the Effective Date.

Transactions with Affiliates. Enter into No Credit Agreement Party will, nor will it permit any transaction of its Subsidiaries to (nor will it apply to the Bankruptcy Court or the Canadian Court for authority to), sell, lease or otherwise transfer any kind with property or assets to, or purchase, lease or otherwise acquire any Affiliate property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (subject to the Borrower, whether or not Initial Order) (a) transactions that (i) are in the ordinary course of business, other than business and (ii) are at prices and on fair terms and reasonable terms substantially as conditions not less favorable to the Borrower such Credit Agreement Party or such Restricted Subsidiary as would than could be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s obtained on an arm’s-length transaction with a Person other than an Affiliatebasis from unrelated third parties, except (a) transactions between or among Loan Parties; (b) transactions between or among Restricted Subsidiaries that are (x) the U.S. Borrower and the other Credit Parties not Loan Parties; involving any other Affiliate, (y) the Canadian Borrower and the other Canadian Credit Parties not involving any other Affiliate or (z) the Credit Parties not involving any other Affiliate, so long as the aggregate transaction value (as determined in good faith by the U.S. Borrower) for all such transactions described in this clause (z) does not exceed U.S.$1,000,000, (c) loans any investment or advances to officersGuarantee permitted by Sections 10.04(d), directors and employees 10.04(e), 10.04(f), 10.04(j) or 10.04(o), (d) any Indebtedness permitted under Section 8.7; 10.01(a)(v), Section 10.01(a)(vi) or Section 10.01(a)(viii), (de) any Restricted Payment permitted by Section 10.08, (f) any contribution to the capital of Holdings by any Permitted Holder or any purchase of Equity Interests of Holdings by any Permitted Holder, (g) the payment of reasonable fees to directors of the Borrower Holdings or any Restricted Subsidiary of its Subsidiaries who are not employees of the Borrower Holdings or any Restricted Subsidiaryof its Subsidiaries, and compensation, employment, termination compensation and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers officers, employees and consultants of Holdings or employees any of any Group Member, each its Subsidiaries in the ordinary course of business, provided that (h) any payment in respect of an Unrestricted Subsidiary shall count as an Investment under transactions permitted by Section 8.7(t10.05(g); (e) , and (i) any issuances of securities transactions in existence on the Effective Date 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)agreements in existence on the Effective Date and, in each case, set forth on Schedule 10.09 or any amendment thereto to the extent permitted by Section 8.6; (f) employment arrangements entered into such amendment is not adverse to the Lenders in the ordinary course of business between the Borrower or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuringmaterial respect.

Transactions with Affiliates. Enter into Neither Holdings nor any transaction Borrower will, nor will they permit any Restricted Subsidiary to, sell, lease or otherwise transfer any assets to, or purchase, lease or otherwise acquire any assets from, or otherwise engage in any other transactions involving aggregate consideration in excess of €25,000,000 with, any kind with any Affiliate of the Borrowerits Affiliates, whether or except (i) transactions that are at prices and on terms and conditions not in the ordinary course of business, other than on fair and reasonable terms substantially as less favorable to the such Borrower or such Restricted Subsidiary as would than could be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s obtained on an arm’s-length transaction with a Person other than an Affiliatebasis from unrelated third parties, except (aii) transactions between or among the Loan Parties; Parties not involving any other Affiliate, (biii) transactions between advances, equity issuances, repurchases, retirements or among other acquisitions or retirements of Equity Interests and other Restricted Subsidiaries that are not Loan Parties; (c) loans or advances to officers, directors and employees Payments permitted under Section 8.7; 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction involving the Borrowers and the Restricted Subsidiaries permitted under Section 6.03 to the extent such transaction is between Holdings, a Borrower and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (dto the extent such transaction is not required to be for fair value thereunder), (iv) the payment of reasonable fees to directors of the Holdings, any Borrower or any Restricted Subsidiary who are not employees of the Holdings, any Borrower or any Restricted Subsidiary, and compensation, employment, termination compensation and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers officers, consultants or employees of any Group MemberHoldings, each the Borrowers or the Restricted Subsidiaries in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (iv) 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 Swiss 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 8.6directors; (fvi) employment and severance arrangements entered into in the ordinary course of business between the Holdings, any Borrower or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted thereof and approved by Section 8.6; (h) the Acquisition; (i) pledges Swiss Borrower’s board of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documentsdirectors; and (lvii) payments made to other Restricted Subsidiaries arising from or in connection with any Permitted Restructuringcustomary tax consolidation and grouping arrangements.

Transactions with Affiliates. Enter into The Borrower will not, nor will it permit any transaction Subsidiary to, sell, lease, license or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of any kind with any Affiliate of the Borrowerits Affiliates, whether or not except (i) transactions in the ordinary course of business, other than business at prices and on fair terms and reasonable terms substantially as conditions not less favorable to the Borrower or such Restricted Subsidiary as would than could be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s obtained on an arm’s-length transaction with a Person other than an Affiliatebasis from unrelated third parties, except (aii) transactions between or among the Borrower and the Subsidiary Loan Parties; Parties (b) transactions or, in the case of intellectual property licenses, between or among Restricted Subsidiaries that are the Borrower and the Subsidiaries) not Loan Parties; involving any other Affiliate, (ciii) loans or advances to officers, directors and employees permitted under Section 8.7; 6.04(g), (div) payroll, travel and similar advances to cover matters permitted under Section 6.04(h), (v) the payment of reasonable fees to directors of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiary, and compensation, employment, termination compensation and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of any Group Member, each the Borrower or the Subsidiaries in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (ivi) 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 directors, (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; (fvii) employment and severance arrangements entered into in the ordinary course of business between the Borrower or any Restricted Subsidiary and any employee thereof; thereof and approved by the Borrower’s board of directors, (gviii) any Restricted Payment permitted by Section 8.6; 6.08, (hix) transactions with the Acquisition; NASD of the type described on Schedule 6.09, (ix) pledges any issuance of Capital Stock common stock of an Unrestricted Subsidiary the Borrower to secure Indebtedness any holder of Convertible Notes upon conversion of such Unrestricted Subsidiary; holder’s Convertible Notes in accordance with the terms of the Convertible Notes Documents, (jxi) any transfer or surrender for any value (including nil value) to LSE of any losses which arise for UK tax purposes in the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; Additional Borrower in accordance with the taxes act, in force in the UK from time to time and (lxii) any Permitted Restructuringpayments in respect of certain tax sharing arrangements under VAB Transaction Agreement as in effect on December 8, 2005 (as such agreement may be amended or modified from time to time in a manner not materially adverse to the interests of the Lenders).

Transactions with Affiliates. Enter into Section 3.23 of the Disclosure Schedule contains a complete and accurate list (and if oral, an accurate and complete description of all material terms) of all Contracts, transfers of assets or liabilities or other arrangements, commitments or transactions to or by which any transaction of the Acquired Companies or any kind with of their Subsidiaries, on the one hand, and any Affiliate of any of the BorrowerAcquired Companies, whether any of their Subsidiaries, any Seller or not in any Affiliate of any Seller, on the ordinary course of businessother hand, other than on fair and reasonable terms substantially as favorable to the Borrower are a party or 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 Affiliateotherwise bound, except (a) transactions between for Contracts, arrangements or among Loan Parties; (b) transactions between commitments entered into 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 made by any of the Borrower Acquired Companies or any Restricted Subsidiary 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 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 their Subsidiaries in the ordinary course of business between with individuals solely in their capacities as employees, officers, directors, managers or consultants of such Acquired Company or such Subsidiary. Since January 1, 2013, none of the Borrower equity holders, consultants, officers, directors, managers or employees of any of the Acquired Companies or, to the Knowledge of the Acquired Companies, any of their respective Affiliates, have been involved in any business arrangement or relationship with any of the Acquired Companies or any Restricted Subsidiary and of their Subsidiaries (other than arrangements or relationships with the Acquired Companies or any employee thereof; (g) of their Subsidiaries solely in their capacity as an employee, officer, director, manager or consultant of such entity). None of the equity holders, consultants, officers, directors, managers or employees of any Restricted Payment permitted by Section 8.6; (h) of the Acquisition; Acquired Companies or, to the Knowledge of the Acquired Companies, any of their respective Affiliates, (i) pledges are entitled to any payment or transfer of Capital Stock any assets from any of the Acquired Companies or any of their Subsidiaries (other than compensation owed by the Acquired Companies or any of their Subsidiaries in the ordinary course of business to any such employee, officer, director, manager or consultant for services rendered in such capacity and other than distributions required or permitted under the LLC Operating Agreement), (ii) have any interest in any material property or asset owned, leased, licensed or used by any of the Acquired Companies or any of their Subsidiaries or (iii) have an interest in any customer or supplier of any of the Acquired Companies or any of their Subsidiaries or any provider of products or services to any of the Acquired Companies or any of their Subsidiaries (other than the direct or indirect ownership of an Unrestricted Subsidiary to secure Indebtedness equity interests in a publicly traded company if such equity interest is less than five percent of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuringpublicly traded company’s equity interests).

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or 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, except Except for (ai) transactions between or among Loan Parties; (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 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 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) 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 repurchases of any issuances, awards indemnities provided to the Sponsor or grants issued pursuant to clause (i)its Affiliates, in each case, pursuant to the extent permitted 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 Section 8.6; the Governing Body of Holdings, any direct or indirect parent entity of Holdings or the applicable Subsidiary of Holdings, (fvii) employment arrangements entered into 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 ordinary course particular transaction) of business between 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 that the Borrower or any Restricted Subsidiary may engage in any of the foregoing transactions at prices and any employee thereofon terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties; provided that if such Affiliate transaction both (g1) any Restricted Payment permitted by Section 8.6; (h) does not meet one of the Acquisition; exceptions in clauses (i) pledges through (xixii) above and (2) involves aggregate payments or value in excess of Capital Stock $1,000,000, the Borrower shall either obtain written approval for such Affiliate transaction from (y) all of the disinterested directors (or the equivalent thereof) (excluding any independent director that may have an Unrestricted Subsidiary to secure Indebtedness interest in the particular transaction) of the appropriate Governing Body of the Borrower or such Unrestricted Subsidiary; , as applicable or (jz) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted RestructuringAdministrative Agent.

Transactions with Affiliates. Enter into The Borrower shall not, and shall not permit any Guarantor or Subsidiary of any of them to, permit to exist or enter into, any transaction (including the purchase, sale, lease or exchange of any kind property or the rendering of any service) with any Affiliate of (but not including the BorrowerBorrower or any Guarantor), whether except (i) transactions in connection with Management Agreements or not 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 businessbusiness pursuant to the reasonable requirements of the business of such Person (including, other than on for the avoidance of doubt, operating leases entered into between or among the Borrower, any Guarantor and any Wholly-Owned Subsidiary of the Borrower or such Guarantor) and upon fair and reasonable terms substantially as which are no less favorable to the Borrower or such Restricted Subsidiary as Person than would be obtainable by the Borrower or such Restricted Subsidiary at the time obtained in a comparable arm’s length transaction with a Person other than that is not an Affiliate, except (aiv) transactions between or among Loan Parties; (b) transactions between or among Restricted Subsidiaries that are not Loan Parties; (c) loans or advances to officers, directors reasonable and employees permitted under Section 8.7; (d) the payment of reasonable customary fees to directors of the Borrower or any Restricted Subsidiary 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 indemnification arrangements with, members of the benefit of, directors, officers or employees of any Group Member, each in the ordinary course of business, provided that any 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 (or similar governing body) of any of REIT, Borrower and their respective Subsidiaries or the issuance of directors’ or nominees’ qualifying shares, (v) compensation and indemnification arrangements for directors (or equivalent), officers and employees of 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 equivalent), officers and employees of the Advisor, REIT, Borrower and their respective Subsidiaries in connection with the implementation of any such arrangement, and the funding of any such arrangement, (vi) transactions among Borrower and a Wholly-Owned Subsidiary of the Borrower permitted under §§8.3 and 8.4, and transactions permitted under §8.7 and (iivii) any repurchases of any issuances, awards or grants issued transactions 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 between the Borrower or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted RestructuringAdvisory Agreement.

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or 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, except (a) transactions between or among Loan Parties; (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 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 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 between the Borrower or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; therefrom and (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuring.

Transactions with Affiliates. Enter into The Parent will not, and will not permit any transaction Restricted Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of any kind its Affiliates, with any Affiliate a fair market value in excess of the Borrower, whether or not in the ordinary course greater of business, other than on fair $30,000,000 and reasonable terms substantially as favorable to the Borrower or 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, 2.5% of Consolidated EBITDA except (a) transactions between at prices and on terms and conditions (taken as a whole) not materially less favorable to the Parent or among Loan Partiessuch Restricted Subsidiary than could reasonably be expected to be obtained on an arm’s-length basis from unrelated third parties (as determined in good faith by the Borrower); (b) transactions between or among the Parent and the Restricted Subsidiaries (or any entity that are becomes a Restricted Subsidiary as a result of such transaction) not Loan Partiesinvolving any other Affiliate; (c) loans or advances to officersemployees, officers and directors and employees permitted under Section 8.76.04; (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 the Borrower or any Restricted Subsidiary who are not employees of the Borrower Parent or any Restricted Subsidiary, ; (f) compensation (including bonuses) and compensation, employment, termination and other employee benefit arrangements paid to, and indemnities provided for the benefit of, and employment and severance arrangements entered into with, directors, officers officers, managers, consultants or employees of any Group Member, each the Parent or the Subsidiaries in the ordinary course of business, provided that including in connection with the Transactions and any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t)other transaction permitted hereunder; (e) (ig) 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 plans; (h) any payments to any 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 pursuant to the Transactions, and other fees payable to any of its Affiliates by the Parent and any Restricted Subsidiaries, which payments are approved by a majority of the Borrower’s disinterested members of the board of directors and of the Parent in good faith; (iij) any repurchases of any issuances, awards or grants issued pursuant to clause (i), in each case, to the extent permitted Restricted Payment and payments on Indebtedness not prohibited by Section 8.66.08; (fk) employment arrangements entered into [Reserved]; (l) transactions between and among the Parent and its Subsidiaries which are in the ordinary course of business and transactions between Parent and its direct or indirect shareholders in the Borrower ordinary course of business with respect to the Equity Interests in the Parent, such as shareholder agreements, registration agreements and including providing expense reimbursement and indemnities in respect thereof; (m) the Transactions (including payment of Transaction Costs); (n) transactions pursuant to the Transition Services Agreement; (o) 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; (p) 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; (q) transactions set forth on Schedule 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); (r) any customary transaction with a Receivables Facility or a Securitization Subsidiary effected as part of a Qualified Securitization Financing; (s) any Intercompany License Agreements; (t) 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 Parent and the Restricted Subsidiaries in such joint venture) in the ordinary course of business; (u) transactions by the Parent 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 the Parent 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 Parent or any Restricted Subsidiary and any employee thereofAffiliate of the Parent or a Joint Venture or similar entity that would constitute an Affiliate transaction solely because the Parent or a Restricted Subsidiary owns an equity interest in or otherwise controls such Affiliate, Joint Venture or similar entity; (gw) loans and advances to any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral Parent Entity permitted under Section 8.3(aa6.4(ff) and payments and distributions of amounts therefrom; (kx) transactions contemplated by in which the Parent or any Permitted Foreign Receivables Facility documents; and 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 Parent or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (la) any Permitted Restructuring.of this Section 6.09. 176

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of Holdings or the BorrowerBorrowers, whether or not in the ordinary course of business, other than (a) transactions between or among the Loan Parties or any entity that becomes a Loan Party as a result of such transaction or between or among Non-Loan Parties, including entities that become Restricted Subsidiaries as a result of such transaction, (b) transactions on fair and reasonable terms substantially as not materially less favorable to the Holdings, such Borrower or such Restricted Subsidiary as would be obtainable by the Holdings, such Borrower or such Restricted Subsidiary at the time in a comparable arm’s arm’s-length transaction with a Person other than an Affiliate, except (a) transactions between or among Loan Parties; (b) transactions between or among Restricted Subsidiaries that are not Loan Parties; (c) loans the issuance of Equity Interests to any officer, director, employee or advances consultant of Holdings, the Borrowers or any of their respective Subsidiaries or any direct or indirect parent of Holdings or the Borrowers in connection with any Transaction, (d) [reserved], (e) equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests by Holdings, the Borrowers or any of their respective Restricted Subsidiaries to officersany Permitted Holder or to any director, directors and employees officer, employee or consultant of Holdings, any of its direct or indirect parent companies or any of its Restricted Subsidiaries, or as otherwise permitted under Section 8.7; 7.06, (df) the payment of reasonable fees to directors of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiary, and compensation, employment, termination loans and other employee benefit arrangements paid totransactions by Holdings, the Borrowers 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 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, Subsidiaries to the extent permitted by Section 8.6; under this Article VII, (fg) employment and severance arrangements entered into between Holdings, the Borrowers and the Restricted Subsidiaries and their respective officers and employees in the ordinary course of business between the Borrower or any Restricted Subsidiary and any transactions pursuant to stock option plans and employee thereof; (g) any Restricted Payment permitted by Section 8.6; benefit plans and arrangements, (h) payments by Holdings, the Acquisition; Borrowers (and any direct or indirect parent thereof) and the Restricted Subsidiaries pursuant to the tax sharing agreements among Holdings, the Borrowers (and any such direct or indirect parent thereof) and the Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of Holdings, the Borrowers and the Restricted Subsidiaries, (i) pledges the payment of Capital Stock customary fees and reasonable out of an Unrestricted Subsidiary pocket costs to, and indemnities provided on behalf of, current and former directors, officers, employees and consultants of Holdings, the Borrowers and the Restricted Subsidiaries or any direct or indirect parent of Holdings and the Borrowers in the ordinary course of business to secure Indebtedness the extent attributable to the ownership or operation of such Unrestricted Subsidiary; Holdings, the Borrowers and the Restricted Subsidiaries, (j) transactions pursuant to permitted agreements in existence on the provision of Cash Collateral Fifth Restatement Effective Date and set forth on Schedule 7.08 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect, (k) dividends, redemptions, repurchases and other Restricted Payments permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and 7.06, (l) customary payments by Holdings, the Borrowers and any Restricted Subsidiaries made for any financial advisory, financing, underwriting or placement services or in respect of 214 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 a majority of the disinterested members of the board of directors of Holdings, the Lead Borrower or the entity making such payment in good faith, (m) the existence of, or the performance by any of Holdings, the Borrowers or any of their respective Restricted Subsidiaries of its obligations under the terms of any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Fifth Restatement Effective Date and any similar agreements which it may enter into thereafter; provided that the existence of, or the performance by Holdings, the Borrowers or any of their respective Restricted Subsidiaries of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Fifth Restatement Effective Date shall be permitted by this clause (m) only to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Lenders when taken as a whole, and (n) the transactions comprising Permitted RestructuringReceivables Financings.

Transactions with Affiliates. Enter No Loan Party shall, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any kind property or the 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, the Borrowerforegoing restriction shall not apply to (a) transactions with Holdings or any Restricted Subsidiary (or any entity that becomes a Restricted Subsidiary as a result of such transaction; (b) employment, whether consulting, severance and other service or not benefit related arrangements between Holdings, the Borrower and the Restricted Subsidiaries and their respective officers and employees in the ordinary course of business (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 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 pursuant 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 in respect of which Holdings delivers to 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 fair and reasonable terms substantially as that are no less favorable to Holdings or the Borrower or such applicable Restricted Subsidiary as would than might be obtainable by the Borrower or such Restricted Subsidiary obtained at the time in a comparable arm’s length transaction with from a Person other than who is not an Affiliate, except ; (al) guarantees permitted by Section 6.01 or Section 6.06; (m) transactions between with customers, clients, joint venture partners, suppliers or among Loan Parties; (b) transactions between purchasers or among Restricted Subsidiaries that are not Loan Parties; (c) loans sellers of goods 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 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 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)services, in each case, to the extent permitted by Section 8.6; (f) employment arrangements entered into case in the ordinary course of business between 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 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 (n) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, directors, officers, consultants and employees of Holdings (or any parent thereof), the Borrower and the Restricted Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and the Restricted Subsidiaries. Notwithstanding anything in the foregoing to the contrary, no Dutch Loan Party shall guarantee the obligations of any Restricted Subsidiary and any employee thereof; Person (gother than those of another Loan Party) any Restricted Payment permitted by in accordance with Section 8.6; 2:403 of the Dutch Civil Code (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuringor similar arrangements in other jurisdictions).

Transactions with Affiliates. Enter into No Loan Party will, nor will it permit any transaction Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of any kind with any Affiliate of the Borrowerits Affiliates, whether or not except (a) transactions that (i) are in the ordinary course of business, other than business and (ii) are at prices and on fair terms and reasonable terms substantially as conditions not less favorable to the Borrower or such Restricted Subsidiary as would than could be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s obtained on an arm's-length transaction with a Person other than an Affiliatebasis from unrelated third parties, except (a) transactions between or among Loan Parties; (b) transactions between or among Restricted Subsidiaries the Borrower and any Subsidiary that are is a Loan Party not Loan Parties; involving any other Affiliate, (c) any investment permitted by Sections 6.04(c) or 6.04(d), (d) any Indebtedness permitted under Section 6.01(c), (e) any Restricted Payment permitted by Section 6.08, (f) loans or advances to officers, directors and employees permitted under Section 8.7; 6.04, (dg) the payment of reasonable fees to directors of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiary, and compensation, employment, termination compensation and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of any Group Member, each the Borrower or its Subsidiaries in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (ih) 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 's board of directors and (iii) the Wedcor Contribution. Notwithstanding the foregoing, no Loan Party shall, nor shall it permit any repurchases of Subsidiary to make any issuancespayment, awards dividend or grants issued pursuant transfer any money to clause (i), in each case, Escalade Insurance except that the Loan Parties and their Subsidiaries may pay insurance premiums which are due and payable to the extent permitted by Section 8.6; (f) employment arrangements entered into Escalade Insurance for insurance provided in the ordinary course of business between by or through Escalade Insurance to the Borrower Loan Parties or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuringtheir Subsidiaries."

Transactions with Affiliates. Enter into or permit to exist any transaction or series of any kind transactions with any officer, director or Affiliate of such Person other than (a) advances of working capital (i) by any Loan Party to any other Loan Party or (ii) by any Restricted Subsidiary that is not a Loan Party to any Loan Party or any other Restricted Subsidiary, (b) transfers of cash and assets (i) by any Loan Party to any other Loan Party or (ii) by any Restricted Subsidiary to any Loan Party or any other Restricted Subsidiary, (c) intercompany transactions (i) expressly permitted by Section 7.02, Section 7.03, Section 7.04, Section 7.05 or Section 7.06 (other than by reference to this Section 7.08 (or any clause hereof)) or (ii) solely among the BorrowerLoan Parties and the Restricted Subsidiaries, whether or not (d) reasonable and customary officer, director and employee compensation (including bonuses) and other benefits (including retirement, health, stock option and other benefit plans) and reasonable indemnification and severance arrangements, in each case in the ordinary course of business, (e) issuances of Qualified Capital Stock of the Borrower to any officer, director, or employee of the Borrower or any of its Subsidiaries, (f) sales of Qualified Capital Stock of the Borrower to Affiliates of the Borrower not otherwise prohibited by the Loan Documents and the granting of registration and other customary rights in connection therewith, (g) any transaction with an Affiliate where the only consideration paid by any Loan Party or any Restricted Subsidiary is Qualified Capital Stock of the Borrower, (h) transactions pursuant to agreements or plans in existence on the Closing Date and set forth on Schedule 7.08 and any modification thereto or any transaction contemplated thereby in any replacement agreement or plan therefor so long as such modification or replacement (taken as a whole) is not more disadvantageous to any Loan Party or any Restricted Subsidiary than the respective agreement or plan existing on fair the Closing Date, and reasonable (i) except as otherwise specifically prohibited in this Agreement, other transactions which are entered into in the ordinary course of such Person’s business on terms and conditions substantially as favorable to the Borrower or such Restricted Subsidiary Person as would be obtainable by the Borrower or such Restricted Subsidiary at the time it in a comparable arm’s arms-length transaction with a Person other than an officer, director or Affiliate, except (a) transactions between or among Loan Parties; (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 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 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 between the Borrower or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuring.

Transactions with Affiliates. Enter into No Loan Party shall, nor shall it permit any transaction of its Subsidiaries to, except as otherwise expressly permitted herein, do any of the following: (a) make any Investment in an Affiliate of the Borrower that is not the Borrower or a Guarantor (other than permitted under Section 8.3), (b) transfer, sell, lease, assign or otherwise dispose of any kind with asset to any Affiliate of the BorrowerBorrower that is not a Guarantor (other than Asset Sales permitted under Section 8.4 or Restricted Payments permitted under Section 8.5), whether (c) merge into or consolidate with or purchase or acquire assets from any Affiliate of the Borrower that is not the Borrower or a Guarantor (other than permitted under Section 8.7) or (d) enter into any other transaction directly or indirectly with or for the benefit of any Affiliate of the Borrower that is not a Guarantor (including guaranties and assumptions of obligations of any such Affiliate), except for, (i) transactions in the ordinary course of business, other than business on fair and reasonable terms substantially as a basis no less favorable to the Borrower or or, as the case may be, such Restricted Subsidiary thereof as would be obtainable by the Borrower or such Restricted Subsidiary at the time obtained in a comparable arm’s length transaction with a Person not an Affiliate thereof, (ii) salaries and other than an Affiliate, except (a) transactions between director or among Loan Parties; (b) transactions between employee compensation to officers 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 who are not employees of the Borrower its Subsidiaries commensurate with current compensation levels (or any Restricted Subsidiary, reimbursement of reasonable expenses 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 advances made in the ordinary course of business), provided that (iii) transactions among the Borrower and the Debtors and amongst the Debtors, (iv) transactions among any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); Non-Filer and any other Non-Filer, (ev) (i) any issuances of securities or other payments, awards or grants in cash, securities or otherwise transactions contemplated pursuant to, or to the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors agreements listed on Schedule 8.9 and (iivi) 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 between transactions among the Borrower or any Restricted a Subsidiary of the Borrower and any employee an Affiliate of the Borrower that is not the Borrower or a Guarantor on a basis no less favorable to the Borrower or, as the case may be, such Subsidiary thereof; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of , as would be obtained in a comparable arm’s length transaction with a Person not an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral Affiliate thereof, if otherwise permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuringthis Agreement or the other Loan Documents.

Transactions with Affiliates. Enter into No Loan Party will, nor will it permit any of its Restricted Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates involving aggregate consideration (with respect to any transaction or series of any kind with any Affiliate related transactions) in excess of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or 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$10,000,000, except (a) transactions between that are at prices and on terms and conditions not less favorable to such Borrower or among Loan Parties; such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among any Borrower and any Restricted Subsidiary that is a Loan Party not involving any other Affiliate, (c) transactions between or among any Restricted Subsidiaries that are not Loan Parties; Parties not involving any other Affiliate, (cd) transactions permitted by Section 6.03, (e) [reserved], (f) any loans, advances, Guarantees and other investments permitted by Section 6.04(c), (d), (e), (f) or (i), (g) any Indebtedness permitted under Section 6.01(c), (d), (i) or (s), (h) any Restricted Payment permitted by Section 6.09, (i) loans or advances to officers, directors and employees permitted under Section 8.7; 6.04, (dj) the payment of reasonable fees to directors of the any Borrower or any Restricted Subsidiary who are not employees of the such Borrower or any Restricted Subsidiary, and compensation, employment, termination compensation and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of any Group Member, each the Borrowers or their Restricted Subsidiaries in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (ik) 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 options, equity incentive and stock ownership plans approved by the a Borrower’s or Restricted Subsidiary’s board of directors and (iil) transactions between or among any repurchases of Loan Party and 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 Immaterial Subsidiary that is not a Loan Party which are in the ordinary course of business and consistent with past practice (it being understood that similar transactions between and among the Borrower or any Restricted Subsidiary Company and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness its Subsidiaries shall be deemed consistent with past practice for purposes of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted transactions with Immaterial Subsidiaries under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and this clause (l) any Permitted Restructuring)).

Transactions with Affiliates. Enter into No Loan Party will, nor will it permit any transaction Restricted Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of any kind with any Affiliate of the Borrowerits Affiliates, whether or not except i) transactions that (1) are in the ordinary course of business, other than business and (1) are at prices and on fair terms and reasonable terms substantially as conditions not less favorable to the Borrower such Loan Party or such Restricted Subsidiary as would than could be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s obtained on an arm’s-length transaction with a Person other than an Affiliatebasis from unrelated third parties, except (ai) transactions between or among any Loan Parties; (b) transactions between or among Party and any of its Restricted Subsidiaries that are not Loan Parties; (cinvolving any other Affiliate, i) any investment permitted by Section 6.04(c), Section 6.04(d) or Section 6.04(e), i) any Indebtedness permitted under Section 6.01(c), i) any Restricted Payment permitted by Section 6.08, i) loans or advances to officers, directors and employees permitted under Section 8.7; (d6.04(f), i) the payment of reasonable fees to directors or managers of the Borrower a Loan Party or any Restricted Subsidiary who are not employees of the Borrower such Loan Party or any Restricted Subsidiary, and compensation, employment, termination reasonable compensation and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, managers, officers or employees of any Group Member, each in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (i) any issuances of securities a Loan Party 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 its Restricted Subsidiaries in the ordinary course of business between and i) the Borrower performance of obligations of the Company or any of its Restricted Subsidiary Subsidiaries under the terms of any of the agreements set forth on Schedule 6.09, as such agreement may be amended, modified or supplemented from time to time as long as such amendment, modification or supplement is not materially less advantageous to the Company or its Restricted Subsidiaries, taken as a whole, than the agreement so amended, modified or 147 supplemented; provided that the Company will not permit the aggregate amount of accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of property or services provided by the Company and the Restricted Subsidiaries to Unrestricted Subsidiaries to exceed $10,000,000 at any employee thereof; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuringone time outstanding.

Transactions with Affiliates. Enter into The Borrower will not, nor will it permit any transaction Subsidiary to, sell, lease, license or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of any kind with any Affiliate of the Borrowerits Affiliates, whether or not except (i) transactions in the ordinary course of business, other than business at prices and on fair terms and reasonable terms substantially as conditions not materially less favorable to the Borrower or such Restricted Subsidiary as would than could be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s obtained on an arm’s-length transaction with a Person other than an Affiliatebasis from unrelated third parties, except (aii) transactions between or among Loan Parties; the Borrower and the Subsidiaries, (b) transactions between or among Restricted Subsidiaries that are not Loan Parties; (ciii) loans or advances to officers, directors and employees permitted under Section 8.7; 6.04, (div) payroll, travel and similar advances to cover matters permitted under Section 6.04(a)(vi), (v) the payment of reasonable fees to directors of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiary, and compensation, employment, termination compensation and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of any Group Member, each the Borrower or the Subsidiaries in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (ivi) 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 directors, (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; (fvii) employment and severance arrangements entered into in the ordinary course of business between the Borrower or any Restricted Subsidiary and any employee thereof; thereof and approved by the Borrower’s board of directors, (gviii) any Restricted Payment permitted by Section 8.6; 6.06, (hix) transactions pursuant to the Acquisition; agreements set forth on Schedule 6.07, and (ix) pledges of any transaction with an Affiliate (other than the Borrower or any Subsidiary) where the only consideration paid to such Affiliate is Qualified Capital Stock of an Unrestricted Subsidiary the Borrower including conversions pursuant to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuringconvertible debt instrument.

Transactions with Affiliates. 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 not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or 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 AffiliateAffiliate or, except if such transaction is not one that by its nature could be obtained from another Person, is on fair and reasonable terms; provided that the foregoing restriction shall not apply to transactions (a) transactions between or among Loan Parties; the Borrower and any of its Wholly Owned Subsidiaries or between and among any Wholly Owned Subsidiaries, (b) transactions between or among Restricted Subsidiaries that are not Loan Parties; constituting Investments in Subsidiaries, (c) loans constituting Indebtedness of the Borrower to any Subsidiary, Indebtedness of any Subsidiary to the Borrower or advances Indebtedness of any Subsidiary to officersany other Subsidiary, directors and employees in each case as permitted under by Section 8.77.03; (d) between the payment Borrower and 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 compensation paid to directors (including issuance and grants of securities and stock options, employment agreements and stock option and ownership plans for the benefit of, and indemnities provided on behalf of) officers, directors, employees and consultants of the Borrower or any Restricted Subsidiary who are not of the Borrower, and (g) constituting loans or advances to employees and officers 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 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, its Subsidiaries to the extent permitted by Section 8.6; (f) employment arrangements entered into in the ordinary course of business between the Borrower or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuring7.02(b).”

Transactions with Affiliates. Enter The Borrower shall not, nor shall the Borrower permit any of the Restricted Subsidiaries to, directly or indirectly, enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, in each case involving consideration in excess of $10,000,000 (in one transaction or a series of related transactions) other than (a) loans and other transactions among the Borrower and its Restricted Subsidiaries or any entity that becomes a Restricted Subsidiary as a result of such loan or other transaction to the extent permitted under this Article VII, (b) on fair and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s arm’s-length transaction with a Person other than an Affiliate, except (a) transactions between or among Loan Parties; (b) transactions between or among Restricted Subsidiaries that are not Loan Parties; (c) loans or advances to officers[Reserved], directors and employees (d) [Reserved], (e) Restricted Payments permitted under Section 8.7; 7.06 and Investments permitted under Section 7.02, (df) employment and severance arrangements between the Borrower and its Restricted Subsidiaries and their respective officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements in the ordinary course of business, (g) the payment of customary fees and reasonable fees out of pocket costs to, and indemnities provided on behalf of, directors, managers, officers, employees and consultants of the Borrower and its Restricted Subsidiaries (or any direct or indirect parent of the Borrower) in the ordinary course of business to directors the extent attributable to the ownership or operation of the Borrower and its 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 adverse to the Lender in any material respect, (i) customary payments by the Borrower and any of its Restricted Subsidiaries to the Investors or their Affiliates made for any financial, advisory, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures) and this Agreement, (j) a joint venture which would constitute a transaction with an Affiliate solely as a result of the Borrower or any Restricted Subsidiary who owning an equity interest or otherwise controlling such joint venture or similar entity or (k) entering into or modifying leases or related agreements among the Borrower, the Parent and any Restricted Subsidiary with terms that permit the leases or related agreements to comply with requirements applicable to real estate investment trusts under the Code, including the requirement that the leases be respected as “true leases” under the Code, and to enable the Borrower to avoid the payment of any Tax provided that such new or modified leases or related agreements are on terms that, taken as a whole, are not employees of materially less favorable to 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 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 between the Borrower or any relevant Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of than those that might reasonably have been obtained at such time from a Person that is not an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted RestructuringAffiliate.

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of Holdings or the BorrowerBorrowers, whether or not in the ordinary course of business, other than (a) transactions between or among the Loan Parties or any entity that becomes a Loan Party as a result of such transaction or between or among Non-Loan Parties, including entities that become Restricted Subsidiaries as a result of such transaction, (b) transactions on fair and reasonable terms substantially as not materially less favorable to the Holdings, such Borrower or such Restricted Subsidiary as would be obtainable by the Holdings, such Borrower or such Restricted Subsidiary at the time in a comparable arm’s arm’s-length transaction with a Person other than an Affiliate, except (a) transactions between or among Loan Parties; (b) transactions between or among Restricted Subsidiaries that are not Loan Parties; (c) loans the issuance of Equity Interests to any officer, director, employee or advances consultant of Holdings, the Borrowers or any of their respective Subsidiaries or any direct or indirect parent of Holdings or the Borrowers in connection with any Transaction, (d) [reserved], (e) equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests by Holdings, the Borrowers or any of their respective Restricted Subsidiaries to officersany Permitted Holder or to any director, directors and employees officer, employee or consultant of Holdings, any of its direct or indirect parent companies or any of its Restricted Subsidiaries, or as otherwise permitted under Section 8.7; 7.06, (df) the payment of reasonable fees to directors of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiary, and compensation, employment, termination loans and other employee benefit arrangements paid totransactions by Holdings, the Borrowers 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 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, Subsidiaries to the extent permitted by Section 8.6; under this Article VII, (fg) employment and severance arrangements entered into between Holdings, the Borrowers and the Restricted Subsidiaries and their respective officers and employees in the ordinary course of business between the Borrower or any Restricted Subsidiary and any transactions pursuant to stock option plans and employee thereof; (g) any Restricted Payment permitted by Section 8.6; benefit plans and arrangements, (h) payments by Holdings, the Acquisition; Borrowers (and any direct or indirect parent thereof) and the Restricted Subsidiaries pursuant to the tax sharing agreements among Holdings, the Borrowers (and any such direct or indirect parent thereof) and the Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of Holdings, the Borrowers and the Restricted Subsidiaries, (i) pledges the payment of Capital Stock customary fees and reasonable out of an Unrestricted Subsidiary pocket costs to, and indemnities provided on behalf of, current and former directors, officers, employees and consultants of Holdings, the Borrowers and the Restricted Subsidiaries or any direct or indirect parent of Holdings and the Borrowers in the ordinary course of business to secure Indebtedness the extent attributable to the ownership or operation of such Unrestricted Subsidiary; Holdings, the Borrowers and the Restricted Subsidiaries, (j) transactions pursuant to permitted agreements in existence on the provision of Cash Collateral Third Restatement Effective Date and set forth on Schedule 7.08 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect, (k) dividends, redemptions, repurchases and other Restricted Payments permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and 7.06, (l) customary payments by Holdings, the Borrowers and any Restricted Subsidiaries 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 a majority of the disinterested members of the board of directors of Holdings, the Lead Borrower or the entity making such payment in good faith, (m) the existence of, or the performance by any of Holdings, the Borrowers or any of their respective Restricted Subsidiaries of its obligations under the terms of any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Third Restatement Effective Date and any similar agreements which it may enter into thereafter; provided that the existence of, or the performance by Holdings, the Borrowers or any of their respective Restricted Subsidiaries of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Third Restatement Effective Date shall be permitted by this clause (m) only to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Lenders when taken as a whole, and (n) the transactions comprising Permitted RestructuringReceivables Financings.

Transactions with Affiliates. Enter into The Borrower will not, nor will it permit any transaction Subsidiary to, sell, lease, license or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of any kind with any Affiliate of the Borrowerits Affiliates, whether or not except (i) transactions in the ordinary course of business, other than business at prices and on fair terms and reasonable terms substantially as conditions not materially less favorable to the Borrower or such Restricted Subsidiary as would than could be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s obtained on an arm’s-length transaction with a Person other than an Affiliatebasis from unrelated third parties, except (aii) transactions between or among Loan Parties; the Borrower and the Subsidiaries, (b) transactions between or among Restricted Subsidiaries that are not Loan Parties; (ciii) loans or advances to officers, directors and employees permitted under Section 8.7; 6.04, (div) payroll, travel and similar advances to cover matters permitted under Section 6.04(a)(vi), (v) the payment of reasonable fees to directors of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiary, and compensation, employment, termination compensation and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of any Group Member, each the Borrower or the Subsidiaries in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (ivi) 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 directors, (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; (fvii) employment and severance arrangements entered into in the ordinary course of business between the Borrower or any Restricted Subsidiary and any employee thereof; thereof and approved by the Borrower’s board of directors, (gviii) any Restricted Payment permitted by Section 8.6; 6.06, (hix) transactions pursuant to the Acquisition; agreements set forth on Schedule 6.07 to the Existing Credit Agreement, and (ix) pledges of any transaction with an Affiliate (other than the Borrower or any Subsidiary) where the only consideration paid to such Affiliate is Qualified Capital Stock of an Unrestricted Subsidiary the Borrower including conversions pursuant to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuringconvertible debt instrument.

Transactions with Affiliates. Enter into The Borrower shall not, and shall not permit any transaction of its Restricted Subsidiaries to, except as otherwise expressly permitted herein, do any of the following: (a) make any Investment in an Affiliate of the Borrower that is not a Restricted Subsidiary of the Borrower; (b) transfer, sell, lease, assign or otherwise dispose of any kind with asset to any Affiliate of the Borrower that is not a Restricted Subsidiary of the Borrower; (c) merge into or consolidate with or purchase or acquire assets from any Affiliate of the Borrower that is not a Restricted Subsidiary of the Borrower; (d) repay any Indebtedness to any Affiliate of the Borrower that is not a Restricted Subsidiary of the Borrower; or (e) enter into any other transaction directly or indirectly with or for the benefit of any Affiliate of the Borrower that is not a Guarantor (including guaranties and assumptions of obligations of any such Affiliate), whether or not except for (i) transactions in the ordinary course of business, other than business on fair and reasonable terms substantially as a basis no less favorable to the Borrower or such Restricted Subsidiary Guarantor as would be obtainable by the Borrower or such Restricted Subsidiary at the time obtained in a comparable an arm’s length transaction with a Person other than not an Affiliate, except (aii) transactions between salaries and other director or among Loan Parties; (b) transactions between employee compensation or among Restricted Subsidiaries that are not Loan Parties; (c) loans benefits to officers 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 who are not of its Subsidiaries commensurate with current compensation and benefits levels, and (iii) indemnities of officers, directors and 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 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 its Subsidiaries permitted by Section 8.6their respective organizational documents and by applicable law; (f) employment arrangements entered into in the ordinary course of business between provided, however, that the Borrower shall not be prohibited under this Section 7.6 from (x) making payments of up to $5,000,000 per fiscal year to TXXX under the Management Services Agreement (or any Restricted Subsidiary and any employee thereof; another similar agreement) or (gy) any Restricted Payment permitted by Section 8.6; (h) performing its obligations under the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted RestructuringTax Allocation Agreement.

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the BorrowerExcept as expressly permitted by this Agreement, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower will not, nor will it permit any of its Restricted Subsidiaries to, directly or 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, except indirectly: (a) transactions between or among Loan Partiesmake any investment in an Affiliate other than investments permitted hereunder; (b) transactions between transfer, sell, lease, assign or among Restricted Subsidiaries that are not Loan Partiesotherwise dispose of any assets to an Affiliate other than transfers, sales, leases, assignments or other dispositions permitted hereunder; (c) loans merge into or advances to officers, directors and employees consolidate with or purchase or acquire assets from an Affiliate other than Permitted Acquisitions or other transactions permitted under Section 8.76.03 or 6.04; or (d) enter into any other transaction directly or indirectly with or for the payment benefit of reasonable fees to directors an Affiliate (including, without limitation, guarantees and assumptions of obligations of an Affiliate); provided that (i) the Borrower and its Restricted Subsidiaries may enter into one or more Permitted Receivables Financings, (ii) any Affiliate who is an individual may serve as a director, officer or employee of the Borrower or any of its Restricted Subsidiary who are not employees Subsidiaries and receive reasonable compensation for his or her services in such capacity, (iii) the Borrower may enter into customary agreements in connection with the sale, transfer or other disposition 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 Class A common stock of any Group Member, each in the ordinary course of business, provided that any 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 The WhiteWave Foods Company held by the Borrower’s board of directors , as well as the Separation and Distribution Agreement, the Transition Services Agreement, the Registration Rights Agreement, the Tax Matters Agreement, the Employee Matters Agreement (ii) in each case between the Borrower and the WhiteWave Foods Company, as such agreements exist on the Effective Date, together with any repurchases of any issuances, awards or grants issued pursuant amendments thereto not materially adverse to clause (ithe Lenders), in each caseand the transactions contemplated by such agreements, to the extent permitted by Section 8.6; (f) employment arrangements and any other documentation or transaction entered into in the ordinary course of business between the Borrower or any Restricted Subsidiary Subsidiary, on one hand, and The WhiteWave Foods Company or any employee thereof; Subsidiary, on the other hand, that exists on the Effective Date, and (g) any Restricted Payment permitted by Section 8.6; (hiv) the Acquisition; Borrower and its Restricted Subsidiaries may enter into transactions (iother than extensions of credit by the Borrower or any of its Restricted Subsidiaries to an Affiliate that are not investments permitted hereunder) pledges of Capital Stock of if the monetary or business consideration arising therefrom would be substantially as advantageous to the Borrower and its Restricted Subsidiaries as the monetary or business consideration that would be obtained in a comparable transaction with a Person not an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted RestructuringAffiliate.

Transactions with Affiliates. Enter The Borrower will not, and will not permit any Subsidiary to, enter into any transaction transaction, including any purchase, sale, lease or exchange of Property or the rendering of any kind service, with any Affiliate of the Borrower, whether or not in the ordinary course of business, (other than on the Guarantors) unless such transactions are upon fair and reasonable terms substantially as no less favorable to the Borrower or such Restricted Subsidiary as it than it would be obtainable by the Borrower or such Restricted Subsidiary at the time obtain in a comparable arm’s length transaction with a Person other than not an Affiliate, except ; provided that the foregoing restriction shall not apply to transactions as follows: (ai) transactions between or among Loan Partiesthe Borrower and any Guarantor or between and among any Guarantors; (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 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 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 between the Borrower or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.69.04(a) or transactions permitted by Section 9.04(b); (hiii) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral Investments permitted under Section 8.3(aa9.05(h), Section 9.05(i) or Section 9.05(j); (iv) loans and advances permitted under Section 9.05(k) and payments and distributions of amounts therefromGuarantees permitted under Section 9.05(m); (kv) transactions contemplated 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 Permitted Foreign Receivables Facility documentsSubsidiary in the ordinary course of its business with its employees, officers and directors; (vi) the performance of any agreement set forth under Schedule 9.14 and existing on the date hereof or as otherwise in a form as provided on such Schedule, together with each extension, renewal, amendment or modification to the extent it does not expand the scope of undertakings provided thereby on more restrictive or onerous terms than as in effect on the date hereof; and (lvii) fees and compensation to, and indemnity provided on behalf of, officers, directors, and employees of the Borrower or any Permitted RestructuringGuarantor in their capacity as such, to the extent such fees and compensation are customary.

Transactions with Affiliates. Enter into No Loan Party will, nor will it permit any transaction of its Subsidiaries to, sell, lease or otherwise transfer any kind with property or assets to, or purchase, lease or otherwise acquire any Affiliate property or assets from, or otherwise engage in any other transactions with, any of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or 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 Affiliateits Affiliates, except (a) transactions between that are at prices and on terms and conditions not less favorable to such Borrower or among Loan Parties; such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions solely between or among Restricted Subsidiaries any Borrower and any Subsidiary that are is a Loan Party not Loan Parties; involving any other Affiliate, (c) any loans, advances, Guarantees and other Investments permitted by Section 6.06(b), (c), (d), (f), (i) or (l), (d) any Indebtedness permitted under Section 6.01A(b), (c), (d) or, to the extent relating to the foregoing, (f), (e) any Restricted Payment permitted by Section 6.08, (f) loans or advances to officers, directors and employees permitted under Section 8.7; 6.06, (dg) the payment of reasonable fees to directors of the any Borrower or any Restricted Subsidiary who are not employees of the such Borrower or any Restricted Subsidiary, and compensation, employment, termination compensation and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of any Group Member, each the Borrowers or their Subsidiaries in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (ih) 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 options, equity incentive and stock ownership plans approved by the a Borrower’s or Subsidiary’s board of directors and (ii) any repurchases of any issuancesthe 2005 Elective Deferred Incentive Compensation Plan, awards or grants issued pursuant to clause (i), in each case, to ) transactions with the extent permitted by Section 8.6; BAC Joint Venture consisting of (fx) employment arrangements receivables securitizations entered into in the ordinary course of business between and consistent with past practices and (y) cash equity contributions by the Borrower or Company and/or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment to the BAC Joint Venture permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; 6.06(n), (j) the provision of Cash Collateral permitted under Section 8.3(aa) transactions arising in connection with any Permitted Foreign Securitization or any Permitted Floorplan Vehicle Transaction, and payments and distributions of amounts therefrom; (k) transactions contemplated sales of Inventory permitted by any Permitted Foreign Receivables Facility documents; and (l) any Permitted RestructuringSection 6.04(m).

Transactions with Affiliates. Enter The Borrower will not, nor will it permit any Restricted Subsidiary to, enter into any transaction transaction, including, without limitation, any purchase, sale, lease or exchange of Property or the rendering of any kind service, with any Affiliate (other than one of the Borrower, whether or not in the ordinary course of business, other than on Credit Parties) unless such transactions are upon fair and reasonable terms substantially as no less favorable to the Borrower or such Restricted Subsidiary as it than it would be obtainable by the Borrower or such Restricted Subsidiary at the time obtain in a comparable arm’s length transaction with a Person other than not an Affiliate; provided, except however, the foregoing provisions of this Section 9.12 shall not apply to: (a) transactions between or among Loan Parties; (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; (di) the payment performance of reasonable fees to directors 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 Borrower, any Credit Party or any Restricted Subsidiary 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 businessits business with its or for the benefit of its employees, provided that any 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 paymentsofficers and directors, 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) fees 105 and compensation to, and indemnity provided on behalf of, officers, directors, and employees of the Borrower, any repurchases Credit Party or any Subsidiary in their capacity as such, to the extent such fees and compensation are customary, (iii) the consummation of any the Transactions, (iv) equity issuances, awards repurchases, retirements, redemptions, Restricted Payments or grants issued pursuant to clause (i)other acquisitions or retirements of Equity Interests by the Borrower or any dividends and distributions, in each case, permitted by Section 9.04, (v) loans, advances, Investments and other transactions between or among the Borrower, any Subsidiary 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 or such Subsidiary, but for the Borrower’s or such Subsidiary’s ownership of Equity Interests in such joint venture or such Subsidiary) to the extent permitted under Section 9.05 and (vi) the entry into and performance under management, transition and other service and commercial agreements by Section 8.6; (f) employment arrangements entered into in the ordinary course of business and between the Borrower Borrower, any Credit Party or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by or any Permitted Foreign Receivables Facility documents; and (l) Person that is not a Restricted Subsidiary in which any Permitted RestructuringCredit Party or Restricted Subsidiary owns Equity Interests.

Transactions with Affiliates. Enter into The Borrower will not, nor will it permit any transaction of its Restricted Subsidiaries to, sell, lease or otherwise transfer any kind with property or assets to, or purchase, lease or otherwise acquire any Affiliate property or assets from, or otherwise engage in any other transactions with, any of the Borrowerits Affiliates, whether or not except (a) in the ordinary course of business, other than business at prices and on fair terms and reasonable terms substantially as conditions not less favorable to the Borrower or such Restricted Subsidiary as would than could be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s obtained on an arm’s-length transaction with a Person other than an Affiliatebasis from unrelated third parties, except (a) transactions between or among Loan Parties; (b) transactions between or among the Borrower and its Restricted Subsidiaries that are not Loan Parties; involving any other Affiliate, (c) loans or advances to officerstransactions described on Schedule 7.07, directors and employees permitted under Section 8.7; (d) the payment of reasonable fees to directors of the Borrower or any Restricted Subsidiary 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 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 between the Borrower or any Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; 7.06, (e) transactions with Unrestricted Subsidiaries consisting of certain services agreements and secondment agreements pursuant to which any Credit Party provides services and secondees to such Unrestricted Subsidiaries to assist with such Unrestricted Subsidiaries’ operations, (f) the investments permitted under Section 7.04 (other than any investments made pursuant to clause (o) thereof), (g) the MLP Transactions and (h) entering into, and performing under, the Acquisition; 1.5 Lien Note Documents and the 1.75 Lien Debt Documents (i) pledges of Capital Stock of an Unrestricted Subsidiary including any amendments, modifications or waivers thereto from time to secure Indebtedness of such Unrestricted Subsidiary; (j) time to the provision of Cash Collateral extent permitted hereunder and under Section 8.3(aathe Intercreditor Agreement) and payments entering into, and distributions of amounts therefrom; (k) transactions contemplated by performing under any definitive documentation with respect to any Permitted Foreign Receivables Facility documents; Refinancing in respect of any of the foregoing, including any exchange agreements, amendments or other documents relating to the initial exchange of any Second Lien Debt for 1.75 Lien Debt, and (l) any Permitted Restructuringincurring the Indebtedness respectively thereunder.

Transactions with Affiliates. Enter into The Borrowers will not, and will not permit any transaction of their respective Subsidiaries to, enter into, or cause, suffer or permit to exist any kind arrangement or contract with any Affiliate of its other Affiliates other than (i) the USS Chartering Leases, (ii) the employment agreements executed between USS Vessel Management Inc. (or any successor thereto) and Xxxx Xxxxxxx, Xxxxxx X. Xxxx, Xxxxxxx X. Xxxxxx, Xxxx Xxxxxxx, Xxxxxx X. Xxxxxxxx, and Xxxxxx X. Xxxxxxx, (iii) arrangements pursuant to which General Partner and its Subsidiaries will provide certain personnel for operation of the BorrowerBorrowers, whether or (iv) the Chemical Chartering Leases, (v) agreements among each Borrower and its Subsidiaries not involving any other Affiliate, (vi) the USCS Chemical Chartering Lease, (vii) the Contribution Agreement, (viii) the MLP Agreement, (ix) the redemption of Common Units of the MLP in the ordinary course event of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable exercise by the Borrower or such Restricted Subsidiary at underwriters of the time over-allotment option as provided in a comparable arm’s length transaction with a Person other than an AffiliateSection 5.1 of the Contribution Agreement, except (ax) transactions between or among Loan Parties; (b) transactions between or among Restricted Subsidiaries that are not Loan Parties; (c) loans or advances customary directors' fees payable to officers, directors and employees permitted under Section 8.7; (d) the payment of reasonable fees to outside directors of the Borrower or any Restricted Subsidiary who are not employees General Partner, (xi) reimbursement of the Borrower or any Restricted Subsidiary, General Partner for reasonable 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 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 customary expenses incurred in the ordinary course of business pursuant to Section 7.4(a) of the MLP Agreement, (xii) loans and repayments thereof permitted pursuant to Section 7.6 of the MLP Agreement and Section 7.2.2(g) hereunder, (xiii) subchartering arrangements with respect to any Charter entered into between any of USS Chartering, USCS Chartering and Chemical Chartering, and (xiv) an indemnity, not available until one year and one day after the indefeasible payment in full in cash of all Obligations, the termination or expiration of all Commitments and the termination or expiration of all Letters of Credit and in a form reasonably satisfactory to the Administrative Agent, from MLP to any Guarantor with respect to amounts payable under a Guaranty, unless such arrangement or contract is fair and equitable to such Borrower or any Restricted such Subsidiary and any employee thereof; (g) any Restricted Payment permitted is an arrangement or contract of the kind which would be entered into by Section 8.6; (h) a prudent Person in the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness position of such Unrestricted Subsidiary; (j) the provision Borrower or such Subsidiary with a Person which is not one of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuringits Affiliates.

Transactions with Affiliates. Enter into Not, and not permit any transaction Subsidiary of the Parent to, enter into, or cause, suffer or permit to exist any kind transaction, arrangement or contract (or modification thereof) with any Affiliate of its other Affiliates unless in the ordinary course of business and on terms which are no less favorable, in all material respects, to the Parent or its Subsidiaries, as the case may be, than are obtainable from any Person which is not one of its 72 Affiliates and such transaction, arrangement or contract (or modification) could not reasonably be expected to have a Material Adverse Effect; provided that nothing in this Section 11.7 shall prohibit the Parent, any other Borrower or any other Subsidiaries from engaging in the following transactions: (i) subject to the proviso at the end of this Section 11.7, the performance of the Parent’s, another Borrower’s or any other Subsidiary’s obligations under any employment contract, whether collective bargaining agreement, employee benefit plan, related trust agreement or not any other similar arrangement heretofore or hereafter, in each case entered into in the ordinary course of business, other than on fair and reasonable terms substantially as favorable (ii) subject to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary proviso at the time in a comparable arm’s length transaction with a Person other than an Affiliateend of this Section 11.7, except (a) transactions between or among Loan Parties; (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 compensation to employees, officers, managers, members, directors (other than the payment of directors’ fees to directors of the Borrower or any Restricted Subsidiary who that 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 MemberLoan Party or any of their consultants, in each case in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (eiii) (i) any issuances subject to the proviso at the end of securities this Section 11.7, the maintenance of benefit programs or other paymentsarrangements for employees, awards officers, managers, members or grants in cashdirectors, securities including, without limitation, vacation plans, health and life insurance plans, deferred compensation plans, and retirement or otherwise pursuant to, or the funding of, employment agreements, stock options savings plans 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), similar plans; in each case, to the extent permitted by Section 8.6; (f) employment arrangements entered into case in the ordinary course of business between the Borrower or any Restricted Subsidiary and any employee thereofbusiness; (giv) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of transaction with an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral Affiliate expressly permitted under Section 8.3(aa) and payments and distributions of amounts therefrom11.1, Section 11.2, Section 11.3, Section 11.4, Section 11.5, or Section 11.11; (kv) transactions contemplated by the payment of management fees to the Parent; (vi) the taking of and consummation of the Post-Closing Structural Steps; (vii) any Permitted Foreign Receivables Facility documentspayments of royalties to the Parent; and (lviii) Rabbi Trust Permitted Payments; provided, further, that any Permitted Restructuringcompensation paid or payable to executive officers of the Parent or its Subsidiaries shall be approved by the Board of Directors of the Parent.

Transactions with Affiliates. Enter into The Borrower will not, nor will it permit any transaction Restricted Subsidiary to, sell, lease or otherwise transfer any assets to, or purchase, lease or otherwise acquire any assets from, or otherwise engage in any other transactions with, any of any kind with any Affiliate of the Borrowerits Affiliates, whether or except (a) transactions that are at prices and on terms and conditions not in the ordinary course of business, other than on fair and reasonable terms substantially as less favorable to the Borrower or such Restricted Subsidiary as would than could be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s obtained on an arm’s-length transaction with a Person other than an Affiliatebasis from unrelated third parties, except (a) transactions between or among Loan Parties; (b) transactions between or among Restricted (i) the Borrower and the Subsidiary Loan Parties not involving any other Affiliate or (ii) Subsidiaries that are not Subsidiary Loan Parties; , (c) loans or advances to officers, directors and employees permitted under Section 8.7; 6.04(g), (d) payroll, travel and similar advances to cover matters permitted under Section 6.04(h), (e) the payment of reasonable fees to directors of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiary, and compensation, employment, termination compensation and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of any Group Member, each the Borrower or the Restricted Subsidiaries in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (if) 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 directors, (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; (fg) employment and severance arrangements entered into in the ordinary course of business between the Borrower or any Restricted Subsidiary and any employee thereof; thereof and approved by the Borrower’s board of directors, (gh) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; 6.08, (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; transactions occurring in connection with the Spin-Off contemplated by the Section 5.14 Spin-Off Documents, (j) the provision of Cash Collateral permitted under Section 8.3(aa) transactions described in Schedule 6.09 and payments and distributions of amounts therefrom; (k) transactions contemplated by any effected as part of a Permitted Foreign Receivables Facility documents; and (l) any Permitted RestructuringFacility.

Transactions with Affiliates. Enter into No Credit Party nor any Subsidiary will engage in any transaction of any kind with any Affiliate or its or any of the Borrowerits Affiliate’s employees, officers or directors, whether or not in the ordinary course of business, including any contract, agreement or other than arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any such Affiliate, on fair and reasonable terms substantially as more favorable to the Borrower or such Restricted Subsidiary as Person than would be have been obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s on an arm’s-length transaction with a Person other than an Affiliate, except (a) transactions between or among Loan Parties; (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 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 basis in the ordinary course of business, provided that any payment in respect of an Unrestricted Subsidiary the foregoing restriction shall count as an Investment under Section 8.7(t); (e) not apply to (i) any issuances of securities or other paymentstransactions solely among the Credit Parties otherwise permitted hereunder, 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) transactions solely among Subsidiaries that are not Credit Parties otherwise permitted hereunder, (iii) any repurchases of any issuancesRestricted Payment permitted under Section 7.04, awards or grants issued pursuant to clause (iv) Investments permitted by Xxxxxxxx 0.00(x), (x), (x), (x), (x), (x), (x), (x) and (l), (v) Indebtedness permitted under Section 7.02(h), (i) and (m), in each case(vi) employment, to benefit, indemnification and severance arrangements between the extent permitted by Section 8.6; (f) employment arrangements entered into Credit Parties, their Subsidiaries and their respective officers, directors and employees in the ordinary course of business between and consistent with past practices, (vii) transactions pursuant to agreements in existence on the Borrower Closing Date and set forth on Schedule 7.08 or any Restricted Subsidiary amendment thereto that is not materially adverse to any Lender or any Credit Party and any employee thereof; (gviii) any Restricted Payment permitted by Section 8.6; (h) Credit Party’s transfer of Inventory that will not be included in the Acquisition; (i) pledges calculation of Capital Stock the Borrowing Base upon the transfer thereof to a Subsidiary of an Unrestricted Subsidiary to secure Indebtedness a Credit Party for a cash purchase price not less than such Credit Party’s cost of such Unrestricted SubsidiaryInventory; (j) provided that if such purchase price is not paid at the provision time of Cash Collateral permitted under Section 8.3(aa) and payments and distributions such transfer, the aggregate book value of amounts therefrom; (k) transactions contemplated by all outstanding accounts receivable of all Subsidiaries that are not Credit Parties owing to any Permitted Foreign Receivables Facility documents; and (l) Credit Party, whether or not arising out of the sale of Inventory, shall not exceed $45,000,000 at any Permitted Restructuringtime.

Transactions with Affiliates. Enter into into, renew, extend or be a party to any transaction of any kind with any Affiliate of the Borrowerany Loan Party, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower Loan Parties or such Restricted Subsidiary as would be obtainable by the Borrower Loan Parties or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, except provided that the foregoing restriction shall not apply to (a) (i) transactions between or among the Loan Parties; , (bii) transactions between or among Restricted Subsidiaries that are not Loan Parties; Parties and (iii) non-exclusive licensing of Intellectual Property to Restricted Subsidiaries that are not Loan Parties in accordance with Section 7.5, (b) intercompany Investments (including loans) among the Loan Parties and their Subsidiaries that are expressly permitted under Section 7.2 and Section 7.3, (c) loans or advances transactions described in the Borrower’s Form 10 under the Section titled “Certain Relationships and Related Party Transactions” prior to officersthe Closing Date, directors and employees permitted under Section 8.7; (d) advances for commissions, travel and other similar purposes in the ordinary course of business to directors, officers and employees, (e) the payment of reasonable fees and out-of-pocket costs to directors of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiarydirectors, and compensation, employment, termination compensation and other employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of the Borrower or any Group Memberof its Restricted Subsidiaries, each in (f) the provision of ordinary course administrative services to Subsidiaries that are not Loan Parties, (g) Restricted Payments otherwise permitted under this Agreement, (h) as long as no Change of businessControl results therefrom, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (i) any issuances of securities of the Borrower (other than Disqualified Stock) 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 (in each case in respect of Equity Interests in the Borrower) of the Borrower or any of its Restricted Subsidiaries, (i) the existence of, or the performance by the Borrower’s board Loan Parties or any Restricted Subsidiary, of directors and the obligations under the terms of any agreement to which it is a party as of the Closing Date, as set forth on Schedule 7.9, (iij) any repurchases transaction or series of related transactions involving one or more payments by the Borrower or its Restricted Subsidiaries of less than $1,000,000 in the aggregate, (k) payments by Borrower or any issuances, awards or grants issued of its Loan Parties pursuant to clause (i), in tax sharing agreements among the Borrower and any of its Subsidiaries that are Loan Parties on customary terms that require each case, party to make payments when such taxes are due or refunds received of amounts equal to the extent permitted income tax liabilities and refunds generated by Section 8.6; each such party calculated on a separate return basis and payments to the party generating tax benefits and credits of amounts equal to the value of such tax benefits and credits made available to the group by such party, (fl) employment arrangements entered into guarantees by the Loan Parties of operating leases of Restricted Subsidiaries in the ordinary course of business between business, (m) intercompany transactions undertaken in good faith (as determined by a Responsible Officer of the Borrower or in good faith) for the purpose of improving the consolidated tax efficiency of the Borrower and its Subsidiaries and not for the purpose of circumventing any Restricted Subsidiary covenant set forth herein and not materially adverse to the interests of any employee thereof; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; Credit Party, and (ln) payments to and from and transactions with any Permitted Restructuringjoint venture in the ordinary course of business; provided such joint venture is not controlled by an Affiliate (other than a Restricted Subsidiary) of the Borrower.

Transactions with Affiliates. Enter No Loan Party shall, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any kind property or the 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, the Borrowerforegoing restriction shall not apply to (a) transactions with Holdings or any Restricted Subsidiary (or any entity that becomes a Restricted Subsidiary as a result of such transaction; (b) employment, whether consulting, severance and other service or not benefit related arrangements between Holdings, the Borrower and the Restricted Subsidiaries and their respective officers and employees in the ordinary course of business (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 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 pursuant 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 in respect of which Holdings delivers to 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 fair and reasonable terms substantially as that are no less favorable to Holdings or the Borrower or such applicable Restricted Subsidiary as would than might be obtainable by the Borrower or such Restricted Subsidiary obtained at the time in a comparable arm’s length transaction with from a Person other than who is not an Affiliate, except ; (al) guarantees permitted by Section 6.01 or Section 6.06; (m) transactions between with customers, clients, joint venture partners, suppliers or among Loan Parties; (b) transactions between purchasers or among Restricted Subsidiaries that are not Loan Parties; (c) loans sellers of goods 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 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 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)services, in each case, to the extent permitted by Section 8.6; (f) employment arrangements entered into case in the ordinary course of business between 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 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 (n) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, directors, officers, consultants and employees of Holdings (or any parent thereof), the Borrower and the Restricted Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and the Restricted Subsidiaries. Notwithstanding anything in the foregoing to the contrary, no Dutch Loan Party shall guarantee the obligations of any Restricted Subsidiary and any employee thereof; Person (gother than those of another Loan Party) any Restricted Payment permitted by in accordance with Section 8.6; 2:403 of the Dutch Civil Code (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuring.or similar arrangements in other jurisdictions). 190

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Administrative Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Administrative Borrower or such Restricted Subsidiary as would be obtainable by the Administrative Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an AffiliateAffiliate other than (i) any transaction assumed in connection with Investments permitted under Section 7.03(i), except provided that any such transaction so assumed were not entered into solely in contemplation of any such Investment permitted under Section 7.03(i), (aii) transactions between or among the any Borrower and/or any Loan PartiesParty; (biii) transactions between sales or among Restricted Subsidiaries that are not Loan Partiesawards of Equity Interests to Affiliates of the Administrative Borrower; (civ) loans reasonable and customary directors’ fees, indemnification and similar arrangements, consulting fees, employee salaries, bonuses 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 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 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 compensation or employee benefit arrangements, incentive and stock ownership plans approved by the Borrower’s board severance arrangements with any officer, director or employee 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 a Loan Party entered into in the ordinary course of business; (v) any transactions made in compliance with the provisions of Sections 7.04, 7.05 or 7.06; (vi) loans and advances to officers and employees of any Loan Party in the ordinary course of business between in accordance with the past practices of any Loan Party to the extent otherwise permitted by this Agreement; (vii) written agreements entered into or assumed in connection with acquisitions of other businesses with Persons who were not Affiliates prior to such transactions approved by a majority of the Board of Directors of the Administrative Borrower or any Restricted Subsidiary and any employee thereofDesignated Borrower; (gviii) any Restricted Payment permitted by Section 8.6transactions involving less than $125,000; (hix) Investments in Administrative Borrower’s Subsidiaries and joint ventures to the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral extent permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents7.03; and (lx) the Administrative Borrower and its Subsidiaries may make payments pursuant to any Permitted Restructuringtax sharing agreements among Administrative Borrower and its Subsidiaries that are Loan Parties.

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to Neither Holdco nor the Borrower or such will, nor will Holdco permit any Restricted Subsidiary as would be obtainable by the Borrower to, sell, lease or such Restricted Subsidiary at the time otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in a comparable arm’s length transaction with a Person any other than an Affiliatetransactions with, any of its Affiliates, except (a) transactions between at prices and on terms and conditions not less favorable to Holdco or among Loan Parties; such Restricted Subsidiary than could reasonably be expected to be obtained on an arm’s-length basis from unrelated third parties (as determined in good faith by the Borrower), (b) transactions between or among Holdco and the Restricted Subsidiaries that are not Loan Parties; involving any other Affiliate, (c) loans or advances to officersemployees, officers and directors and employees permitted under Section 8.7; 6.04, (d) payroll, travel and similar advances to cover matters permitted under Section 6.04, (e) the payment of reasonable fees to directors of the Borrower Holdco or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiary, (f) compensation (including bonuses) and compensation, employment, termination and other employee benefit arrangements paid to, and indemnities provided for the benefit of, and employment and severance arrangements entered into with, directors, officers or employees of any Group Member, each Holdco or the Subsidiaries in the ordinary course of business, provided that including in connection with the Transactions and any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); other transaction permitted hereunder, (e) (ig) 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 plans, (h) any payments to any Equity Investor or its Affiliates, (x) of or on account of monitoring or management or similar fees payable pursuant to and in accordance with the Advisory Agreements (which fees payable in any fiscal year pursuant to this subclause (x) shall not exceed the greater of $15,000,000 and 1.75% of Consolidated EBITDA for such fiscal year) and (y) for reimbursement of out-of-pocket costs and expenses and indemnities in connection therewith, (i) payment of fees and expenses pursuant to the Transactions, and other transaction fees payable to any Equity Investor or its Affiliates pursuant to agreements between Holdco or any Subsidiary, on the one hand, and the Equity Investor or Affiliate, on the other hand, as in effect on, and that have been disclosed to the Administrative Agent prior to, the Closing Date so long as such agreements are reasonably satisfactory to the Administrative Agent (it being understood and agreed that the Advisory Agreements that have been disclosed to the Administrative Agent prior to the Closing Date shall be deemed to be reasonably satisfactory to the Administrative Agent), (j) any Restricted Payment and payments on Indebtedness not prohibited by Section 6.08, (k) subject to the limitations set forth in Section 6.08, any transaction among Holdco and its Parent Entities and its Subsidiaries for the sharing of liabilities for taxes so long as the payments made pursuant to such transaction are made by and among the members of Holdco’s or the Borrower’s board of directors and “affiliated group” (ii) any repurchases of any issuances, awards or grants issued pursuant to clause (ias defined in the Code), in each case, to the extent permitted by Section 8.6; (fl) employment arrangements entered into transactions between and among Holdco and its Subsidiaries which are in the ordinary course of business and transactions between Holdco and its direct or indirect shareholders in the Borrower ordinary course of business with respect to the Equity Interests in Holdco or any Parent Entity, such as shareholder agreements, registration agreements and including providing expense reimbursement and indemnities in respect thereof, (m) the Transactions, (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 and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an as such Unrestricted Subsidiary to secure Indebtedness the extent that the transaction was permitted at the time that it was entered into with such Restricted Subsidiary, (o) Affiliate repurchases of the Loans or Commitments to the extent permitted hereunder and the holding of such Unrestricted Subsidiary; (j) Loans or Commitments and the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; other transactions contemplated herein in respect thereof, (kp) transactions contemplated by any Permitted Foreign Receivables Facility documentsset forth on Schedule 6.09; and (lq) any Permitted Restructuringcustomary transaction with a Securitization Subsidiary effected as part of a Qualified Securitization Financing.

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the BorrowerBorrower (an “Affiliate Transaction”), whether or not in the ordinary course of business, involving aggregate consideration in excess of $10,000,000 other than (a) transactions among Loan Parties and their Restricted Subsidiaries (or any entity that becomes a Restricted Subsidiary as a result of such transaction), (b) on fair and reasonable terms substantially as favorable to the Borrower or 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, except (a) transactions between or among Loan Parties; (b) transactions between or among Restricted Subsidiaries that are not Loan Parties; (c) loans or advances to officersthe Transactions and the payment of fees and expenses in connection with the consummation of the Transactions, directors and employees permitted under Section 8.7; (d) the payment of reasonable [Reserved], (e) customary fees and indemnities may be paid to any directors of the Borrower and the Restricted Subsidiaries (and, to the extent attributable to the operations or ownership of the Borrower and its Restricted Subsidiaries, to directors of any Parent Holding Company) and reasonable out-of-pocket costs of such Persons may be reimbursed, (f) employment, compensation, bonus, incentive, retention and severance arrangements and health, disability and similar insurance or benefit plans or other benefit arrangements between the Borrower, any Parent Holding Company or any Restricted Subsidiary who are not employees thereof and their respective directors, officers, employees, managers, consultants or independent contractors (including management and 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 current or former employees, officers, directors, managers, consultants or independent contractors and stock option or incentive plans and other compensation arrangements) in the ordinary course of business or as otherwise approved by the Board of Directors of any Parent Holding Company or the Borrower or any Restricted Subsidiary, (g) Restricted Payments permitted under Section 7.06 (other than Section 7.06(d)), (h) Investments 220 permitted under Section 7.02, (i) any payments required to be made pursuant to the Purchase Agreement, (j) transactions pursuant to agreements in existence on the Closing Date and compensationset forth on Schedule 7.08 or any amendment to any such agreement to the extent such an amendment is not materially adverse, employmenttaken as a whole, termination to the Lenders in any material respect, (k) transactions between a Borrower Party and other employee benefit arrangements paid to, and indemnities provided for any Person that is an Affiliate solely due to the benefit of, directors, officers or employees fact that a director of such Person is also a director of any Group MemberBorrower Party or any Parent Holding Company; provided, each however, that such director abstains from voting as a director of such Borrower Party or such Parent Holding Company, as the case may be, on any matter involving such other Person, (l) transactions between a Borrower Party and any Related License Corporation consistent with customary industry practices as determined by the Borrower in good faith, made in the ordinary course of businessbusiness or made pursuant to a Related License Corporation Management Agreement, provided that any payment in respect of an Unrestricted Subsidiary shall count as an Investment under Section 8.7(t); (e) (im) any issuances issuance of securities Equity Interests, or other payments, awards or grants in cash, securities securities, Equity Interests or otherwise pursuant to, or the funding of, employment agreementsarrangements, stock options and stock ownership plans approved by the Borrower’s board Board of directors and (ii) any repurchases Directors of any issuancesdirect Parent Holding Company or the Borrower, awards as the case may be, (n) transactions with wholly owned Subsidiaries for the purchase or grants issued pursuant to clause (i)sale of goods, in each caseproducts, to the extent permitted by Section 8.6; (f) employment arrangements parts and services entered into in the ordinary course of business between business, (o) transactions with joint ventures for the purchase or sale of goods, equipment and services entered into in the ordinary course of business, (p) Investments by Affiliates in Indebtedness or preferred Equity Interests of the Borrower or any Restricted Subsidiary of its Subsidiaries (and/or such Affiliate’s exercise of any permitted rights with respect thereto), so long as non-Affiliates were also offered the opportunity to invest in such Indebtedness or preferred Equity Interests, and transactions with Affiliates solely in their capacity as holders of Indebtedness or preferred Equity Interests of the Borrower or any of its Subsidiaries, so long as such transaction is with all holders of such class (and there are such non-Affiliate holders) and such Affiliates are treated no more favorably than all other holders of such class generally and (q) and any employee thereof; agreements entered into in connection with any transaction permitted pursuant to Section 7.02(j)(iv) or Section 7.06(n)(i) or (gii). For purposes of this Section 7.08, any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in Section 7.08(b) any Restricted Payment permitted if (x) such Affiliate Transaction is approved by Section 8.6; a majority of Disinterested Directors or (hy) in the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted RestructuringAffiliate Transaction.

Transactions with Affiliates. Enter The Borrower shall not, nor shall the Borrower permit any of the Restricted Subsidiaries to, directly or indirectly, enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, in each case involving consideration in excess of $10,000,000 (in one transaction or a series of related transactions) other than (a) loans and other transactions among the Borrower and its Restricted Subsidiaries or any entity that becomes a Restricted Subsidiary as a result of such loan or other transaction to the extent permitted under this Article VII, (b) on fair and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s arm’s-length transaction with a Person other than an Affiliate, except (a) transactions between or among Loan Parties; (b) transactions between or among Restricted Subsidiaries that are not Loan Parties; (c) loans or advances to officers[Reserved], directors and employees (d) [Reserved], (e) Restricted Payments permitted under Section 8.7; 7.06 and Investments permitted under Section 7.02, (df) employment and severance arrangements between the Borrower and its Restricted Subsidiaries and their respective officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements in the ordinary course of business, (g) the payment of customary fees and reasonable fees out of pocket costs to, and indemnities provided on behalf of, directors, managers, officers, employees and consultants of the Borrower and its Restricted Subsidiaries (or any direct or indirect parent of the Borrower) in the ordinary course of business to directors the extent attributable to the ownership or operation of the Borrower and its 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 adverse to the Lenders in any material respect, (i) customary payments by the Borrower and any of its Restricted Subsidiaries to the Investors or their Affiliates made for any financial, advisory, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures) and this Agreement, (j) a joint venture which would constitute a transaction with an Affiliate solely as a result of the Borrower or any Restricted Subsidiary who owning an equity interest or otherwise controlling such joint venture or similar entity or (k) entering into or modifying leases or related agreements among the Borrower, the Parent and any Restricted Subsidiary with terms that permit the leases or related agreements to comply with requirements applicable to real estate investment trusts under the Code, including the requirement that the leases be respected as “true leases” under the Code, and to enable the Borrower to avoid the payment of any Tax provided that such new or modified leases or related agreements are on terms that, taken as a whole, are not employees of materially less favorable to 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 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 between the Borrower or any relevant Restricted Subsidiary and any employee thereof; (g) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of than those that might reasonably have been obtained at such time from a Person that is not an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated by any Permitted Foreign Receivables Facility documents; and (l) any Permitted RestructuringAffiliate.

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than (a) transactions among the Borrower and its Restricted Subsidiaries or any Person that becomes a Restricted Subsidiary as a result of such transaction, (b) on fair and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s arm’s-length transaction with a Person other than an Affiliate, except (a) transactions between or among Loan Parties; (b) transactions between or among Restricted Subsidiaries that are not Loan Parties; (c) loans or advances to officersthe Transactions, directors including the payment of fees and employees permitted under Section 8.7; expenses in connection with the consummation of the Transactions, (d) Investments by the Borrower and the Subsidiaries to the extent permitted by Xxxxxxx 0.00 (x), (x), (x), (x), (x), (x), (x), (x), (x), (x), (x), (x) or (w) 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 any direct or indirect parent of the Borrower, 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 fees out-of-pocket costs of, and customary indemnities provided to directors of the Borrower or any Restricted Subsidiary who are not on behalf of, directors, officers and employees of the Borrower or any direct or indirect parent thereof, or any Restricted SubsidiarySubsidiaries of the Borrower, to the extent attributable to the ownership or operations of the Borrower and compensationits Restricted Subsidiaries, employmentas determined in good faith by the board of directors or senior management of the relevant Person, termination and (g) the payment of fees, expenses, indemnities or other employee benefit arrangements paid payments pursuant to, and transactions pursuant to, the permitted agreements in existence on the Closing Date and set forth in Schedule 7.08 or any amendment thereto to the extent such an amendment is not materially disadvantageous to the Lenders, (h) 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 provided 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, (i) employment and severance arrangements between the Company Parties and their respective officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit ofplans and arrangements, directors(j) investments by the Investors and Permitted Holders in securities of the Borrower or 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, officers (k) payments required by securities held by the Investors and Permitted Holders to the extent such securities were acquired as contemplated by clause (j) above or employees of any Group Memberwere acquired from third parties, each (l) payments to or from, and transactions with, Joint Ventures in the ordinary course of business, provided that (m) payments by any payment in respect direct or indirect parent 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 , the Borrower and (ii) any repurchases of any issuances, awards or grants issued its Restricted Subsidiaries pursuant to clause tax sharing agreements among any direct or indirect parent of the Borrower, the Borrower and its Restricted Subsidiaries that comply with Section 7.06(e)(i), (i)n) transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods or services, in each case, to the extent permitted by Section 8.6; (f) employment arrangements entered into case in the ordinary course of business between 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 of the Borrower or any Restricted Subsidiary 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, (o) transactions between or among Borrower, and/or one or more Subsidiaries to the extent otherwise permitted under this Article 7, and any employee thereof; (gp) any Restricted Payment permitted by Section 8.6; (h) the Acquisition; (i) pledges of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary; (j) the provision of Cash Collateral permitted under Section 8.3(aa) and payments and distributions of amounts therefrom; (k) transactions contemplated contribution by any Permitted Foreign Receivables Facility documents; and (l) any Permitted Restructuringdirect or indirect parent of the Borrower to the capital of the Borrower.