Common use of Transactions with Affiliates Clause in Contracts

Transactions with Affiliates. Neither Borrower nor any of its Restricted Subsidiaries shall enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of Property, the rendering of any service or the payment of any management, advisory or similar fees, with any Affiliate (other than 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 no less favorable to Borrower or such Restricted Subsidiary, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate (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, however, that notwithstanding the foregoing, Borrower and its Restricted Subsidiaries (i) may enter into indemnification and employment agreements and arrangements with directors, officers and employees (including for the provision 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), subscription agreements or similar agreement pertaining to the repurchase of 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) may make Investments and Restricted Payments permitted hereunder, (iii) from and after the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, may enter into transactions with Unaffiliated Joint Ventures and Wholly Owned Subsidiaries of Unaffiliated Joint Ventures, in each case, relating to the provision of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as in the ordinary course of 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 Subsidiary; (vi) may enter into transactions undertaken for the purpose of 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 the Subsidiaries (as determined by Borrower in good faith); (vi) may enter into any transaction subject to Section 13.05; (vii) may enter into any transactions 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 Aircraft Assets; and (x) may incur any Indebtedness permitted pursuant to Section 10.01(w).

Transactions with Affiliates. Neither Borrower nor any of its Restricted Subsidiaries shall enter Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of Property, the rendering transaction of any service or the payment of any management, advisory or similar fees, kind with any Affiliate (of the Borrower, whether or not in the ordinary course of business, other than 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 on fair and reasonable terms no less substantially as favorable to the Borrower or such Restricted Subsidiary, Subsidiary as would be obtainable by the case may be, than it would obtain 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 is are not an Affiliate Loan Parties; (such arms’ length standard being deemed c) loans or advances to have been satisfied if such transaction is approved by a majority officers, directors and employees permitted under Section 8.7; (d) the payment of reasonable fees to directors of the Disinterested Directors Borrower or any Restricted Subsidiary who are not employees of Borrowerthe 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); provided, however, that notwithstanding the foregoing, Borrower and its Restricted Subsidiaries (e) (i) may enter into indemnification and employment agreements and arrangements with directors, officers and employees (including for the provision any issuances of securities, 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), subscription agreements or similar agreement pertaining to plans approved by the repurchase Borrower’s board of Equity Interests pursuant to put/call rights or similar rights with directors, officers directors 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) may make Investments and Restricted Payments permitted hereunderany repurchases of any issuances, awards or grants issued pursuant to clause (iii) from and after the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, may enter into transactions with Unaffiliated Joint Ventures and Wholly Owned Subsidiaries of Unaffiliated Joint Venturesi), in each case, relating to the provision of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as extent permitted by Section 8.6; (f) employment arrangements entered into in the ordinary course of business, business between 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; (vij) may enter into transactions undertaken for the purpose provision of improving the consolidated tax efficiency Cash Collateral permitted under Section 8.3(aa) and payments and distributions 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 the Subsidiaries (as determined by Borrower in good faith)amounts therefrom; (vik) may enter into transactions contemplated by any transaction subject to Section 13.05; (vii) may enter into any transactions 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 Aircraft AssetsPermitted Foreign Receivables Facility documents; and (xl) may incur any Indebtedness permitted pursuant to Section 10.01(w)Permitted Restructuring.

Transactions with Affiliates. Neither Borrower nor Each Credit Party will not, and will not permit any of its Restricted Subsidiaries shall Subsidiaries, to enter into or cause or permit to exist any transactionarrangement, including, without limitation, any transaction or contract (including for the purchase, sale, lease or exchange of Property, property or the rendering of any service or the payment of any management, advisory or similar fees, services) with any Affiliate (other than Borrower or any Restricted Subsidiary) involving aggregate consideration in excess of $20.0 million unless such transaction except (a) is required under this Agreement, or (b) is upon on fair and reasonable terms no less favorable to Borrower such Credit Party or such Restricted Subsidiary, as the case may be, Subsidiary than it would could obtain in a comparable arm’s an arm’s-length transaction with a Person that is not an Affiliate (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, howeverthat such Credit Party or Subsidiary shall provide notice of any such arrangement, that notwithstanding transaction or contract which contemplates payments in excess of $750,000 in the foregoingaggregate to the Administrative Agent and is not otherwise permitted by clauses (b) through (j) of this Section 10.08 within five (5) Business Days prior to entering into such arrangement, Borrower and its Restricted Subsidiaries (i) may enter into indemnification and employment agreements and arrangements with directors, officers and employees transaction or contract (including for the provision purchase, lease or exchange of securitiesproperty or the rendering of services) with any Affiliate (other than the Credit Parties and their Subsidiaries), or other payments, awards or grants in cash, securities or otherwise pursuant (b) customary fees to, or the funding and indemnifications of, employment arrangementsnon-officer directors (or equivalent persons) of the Credit Parties and their respective Subsidiaries, equity purchase agreements, stock options (c)(i) the payment of compensation and stock ownership plans), subscription agreements or similar agreement pertaining to the repurchase of Equity Interests pursuant to put/call rights or similar rights with directors, indemnification arrangements and benefit plans for officers and employees of the Credit Parties and any employee compensation, benefit plan or arrangement, any health, disability or similar insurance plan which covers employees and, their respective Subsidiaries in each case any reasonable transactions pursuant thereto, the ordinary course of business and (ii) may make Investments reasonable severance agreements or payment of severance to applicable employees, directors (or equivalent persons) and Restricted Payments permitted hereunder, (iii) from and after officers either approved by the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, may enter Credit Parties’ governing bodies or otherwise entered into transactions with Unaffiliated Joint Ventures and Wholly Owned Subsidiaries of Unaffiliated Joint Ventures, in each case, relating to the provision of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as or made in the ordinary course of business, (d) the purchase or sale of goods, equipment, products, parts and servicesService Agreement, (ive) may enter into agreements transactions solely among Credit Parties, (f) [reserved], (g) transactions solely among Subsidiaries that are not Credit Parties, (h) the Transactions, (i) Restricted Payments permitted under Section 10.06, and other arrangements providing for (j) transactions identified on Schedule 8.26, in each case, without the payment prior written consent of Management Fees the Administrative Agent (which shall not be unreasonably withheld, conditioned or delayed and IP Licensing Fees; (v) may issue, sell or transfer Equity Interests of Borrower to any parent entity, including which shall be granted in connection with capital contributions by such parent entity to Borrower or any Subsidiary; (vi) may enter into transactions undertaken for the purpose of improving the consolidated tax efficiency respect of any parent entity of Borrower, Borrower and/or the Subsidiaries (provided restructuring that such transactions, taken as a whole, are could not materially adverse reasonably be expected to Borrower and the Subsidiaries (as determined by Borrower in good faith); (vi) may enter into any transaction subject to Section 13.05; (vii) may enter into any transactions 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 be 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 interests 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 Aircraft Assets; and (x) may incur any Indebtedness permitted pursuant to Section 10.01(wSecured Parties).

Transactions with Affiliates. Neither Borrower nor Enter into, renew, extend or be a party to any of its Restricted Subsidiaries shall enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of Property, the rendering transaction of any service or the payment of any management, advisory or similar fees, kind with any Affiliate (of any Loan Party, whether or not in the ordinary course of business, other than 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 on fair and reasonable terms no less substantially as favorable to Borrower the Loan Parties or such Restricted Subsidiary, Subsidiary as would be obtainable by the case may be, than it would obtain Loan Parties or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, provided that is the foregoing restriction shall not an Affiliate apply to (such arms’ length standard being deemed a) a transaction between or among the Loan Parties, (b) advances for commissions, travel and other similar purposes in the ordinary course of business to have been satisfied if such transaction is approved by a majority of the Disinterested Directors of Borrower); provided, however, that notwithstanding the foregoing, Borrower and its Restricted Subsidiaries (i) may enter into indemnification and employment agreements and arrangements with directors, officers and employees employees, (including c) the issuance of Equity Interests in the Lead Borrower to any officer, director, employee or consultant of the Lead Borrower or any of its Subsidiaries, (d) the payment of reasonable fees and out-of-pocket costs to directors, and compensation and employee benefit arrangements paid to, and indemnities provided for the provision benefit of, directors, officers or employees of securitiesthe Lead Borrower or any of its Subsidiaries, (e) any issuances of securities (other than any such issuances not permitted hereunder) or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, equity purchase agreements, stock options and stock ownership plans), subscription agreements or similar agreement pertaining to the repurchase plans (in each case in respect of Equity Interests pursuant to put/call rights in the Lead Borrower), and (f) any transaction permitted under (i) any of clauses (b) through (e) 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 theretoclause (h) of the definition of “Permitted Disposition”, (ii) may make Investments and Restricted Payments permitted hereunderclauses (n) or (q) of the definition of “Permitted Encumbrances”, (iii) from and after the earlier clauses (b), (d), (g), (h), (j), (k) or (n) of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, may enter into transactions with Unaffiliated Joint Ventures and Wholly Owned Subsidiaries definition of Unaffiliated Joint Ventures, in each case, relating to the provision of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as in the ordinary course of business, the purchase or sale of goods, equipment, products, parts and services“Permitted Indebtedness”, (iv) may enter into agreements and other arrangements providing for clauses (g), (i), (l), (m) or (n) of the payment definition of Management Fees and IP Licensing Fees; “Permitted Investments”, or (v) may issueany of Sections 7.03(c), sell 7.04, 7.06 or transfer Equity Interests of Borrower to any parent entity, including in connection with capital contributions by such parent entity to Borrower or any Subsidiary; (vi) may enter into transactions undertaken for the purpose of 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 the Subsidiaries (as determined by Borrower in good faith); (vi) may enter into any transaction subject to Section 13.05; (vii) may enter into any transactions 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 Aircraft Assets; and (x) may incur any Indebtedness permitted pursuant to Section 10.01(w)7.07 hereof.

Transactions with Affiliates. Neither Borrower nor any of its Restricted Subsidiaries No Loan Party shall enter into into, renew, extend or be a party to any transaction, including, without limitation, any purchase, sale, lease or exchange of Property, the rendering transaction of any service or the payment of any management, advisory or similar fees, kind with any Affiliate (of any Loan Party, whether or not in the ordinary course of business, other than 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 on fair and reasonable terms no less substantially as favorable to Borrower or such Restricted Subsidiary, the Loan Parties as would be obtainable by the case may be, than it would obtain Loan Parties at the time in a comparable arm’s length transaction with a Person other than an Affiliate, provided that is the foregoing restriction shall not an Affiliate apply to (a) a transaction between or among the Loan Parties not prohibited hereunder; (b) transactions not otherwise prohibited hereunder between or among the Parent or any Subsidiary or any entity that becomes a Subsidiary as a result of such arms’ length standard being deemed transaction; (c) Restricted Payments permitted under Section 7.06; (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 have been satisfied if such transaction is approved by a majority any officer, director, employee or consultant of the Disinterested Directors Parent or any of Borrower)its Subsidiaries; provided(f) transactions, howeverarrangements, that notwithstanding reimbursements and indemnities permitted between or among such parties under this Agreement; (g) the foregoingpayment of reasonable fees and out-of-pocket costs to directors, Borrower and its Restricted Subsidiaries (i) may enter into indemnification compensation and employment agreements employee benefit arrangements paid to, and arrangements with indemnities provided for the benefit of, directors, officers and or employees of the Parent or any of its Subsidiaries; (including for h) any issuances of securities of the provision of securities, Parent (other than Disqualified Stock) 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), subscription agreements or similar agreement pertaining to the repurchase plans (in each case in respect of 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, (iithe Parent) may make Investments and Restricted Payments permitted hereunder, (iii) from and after the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, may enter into transactions with Unaffiliated Joint Ventures and Wholly Owned Subsidiaries of Unaffiliated Joint Ventures, in each case, relating to the provision of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as in the ordinary course of 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 Parent or any Subsidiaryof its Subsidiaries; or (vii) may enter into transactions undertaken for not otherwise prohibited hereunder between the purpose of 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 the Subsidiaries (as determined by Borrower in good faith); (vi) may enter into any transaction subject to Section 13.05; (vii) may enter into any transactions described in the Tax Indemnification Agreement or on Schedule 10.07 Parent or any amendment thereto Subsidiary and Rhône Capital III L.P. 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 Aircraft Assets; and (x) may incur any Indebtedness permitted pursuant to Section 10.01(w)Affiliates.

Transactions with Affiliates. Neither Borrower nor any of its Restricted Subsidiaries shall enter Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of Property, the rendering transaction of any service or the payment of any management, advisory or similar fees, kind with any Affiliate of a Loan Party, whether or not in the ordinary course of business, other than on terms substantially as favorable to the Loan Party entering into such transaction as would be obtainable by such Loan Party at the time in a comparable arm’s length transaction with a Person other than an Affiliate; 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, (d) any employment or compensation agreement, deferred compensation plans, employee benefits plan, equity incentive or equity-based plans, profits interests, officer, supervisor and director indemnification agreement or insurance, stay bonuses, severance or similar agreement and arrangements, in the ordinary course of business, (e) reasonable and customary director, officer, supervisor and employee fees and compensation (including bonuses and including such payments to Persons who are not otherwise Affiliates of the Borrower or a Guarantor) and other benefits (including retirement, health, stock option and other benefit plans) and indemnification arrangements, (f) issuances of Equity Interests (other than Borrower 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 not to exceed $1,000,000 in aggregate at any Restricted Subsidiarytime outstanding plus advances of out-of-pocket expenses, (h) involving aggregate consideration in excess any purchase or other acquisition of $20.0 million unless such transaction Equity Interests permitted under Section 7.03, and (ai) is required under this Agreement, or (b) is upon fair and reasonable terms no less favorable to Borrower or such Restricted Subsidiary, as the case may be, than it would obtain in a comparable any arm’s length transaction with a Person that is not an Affiliate (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, however, that notwithstanding the foregoing, Borrower and its Restricted Subsidiaries (i) may enter into indemnification and employment agreements and arrangements with directors, officers and employees (including for the provision 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), subscription agreements or similar agreement pertaining to the repurchase of 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) may make Investments and Restricted Payments permitted hereunder, (iii) from and after the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, may enter into transactions with Unaffiliated Joint Ventures and Wholly Owned Subsidiaries of Unaffiliated Joint Ventures, in each case, relating to the provision of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as in the ordinary course of 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 Subsidiary; (vi) may enter into transactions undertaken for the purpose of improving the consolidated tax efficiency of any parent entity of Borrower, Borrower and/or the Subsidiaries (provided that such transactions, taken becomes an Affiliate as a whole, are not materially adverse to Borrower and the Subsidiaries (as determined by Borrower in good faith); (vi) may enter into any transaction subject to Section 13.05; (vii) may enter into any transactions described in the Tax Indemnification Agreement or on Schedule 10.07 or any amendment thereto or replacement thereof or similar arrangement to the extent result of 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 Aircraft Assets; and (x) may incur any Indebtedness permitted pursuant to Section 10.01(w)transaction.

Transactions with Affiliates. Neither Holdings nor the Borrower will, nor will they permit any of its Restricted Subsidiaries shall enter into any transactionSubsidiary to, including, without limitation, any purchase, salesell, lease or exchange of Propertyotherwise transfer any assets to, the rendering of or purchase, lease or otherwise acquire any service assets from, or the payment of otherwise engage in any management, advisory or similar fees, with any Affiliate (other than Borrower or any Restricted Subsidiary) transactions involving aggregate consideration in excess of $20.0 million unless such transaction 25,000,000 with, any of its Affiliates, except (ai) is required under this Agreement, or (b) is upon fair transactions that are at prices and reasonable on terms no and conditions not less favorable to Holdings, the Borrower or such Restricted SubsidiarySubsidiary than could be obtained on an arm’s-length basis from unrelated third parties, as (ii) transactions between or among the case may beLoan Parties not involving any other Affiliate, than it would obtain in a comparable arm’s length (iii) advances, equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests and other Restricted Payments permitted under Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction with a Person that is not an Affiliate (such arms’ length standard being deemed involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to have been satisfied if the extent such transaction is approved by a majority of between Holdings, the Disinterested Directors of Borrower); provided, however, that notwithstanding the foregoing, Borrower and its one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (ito the extent such transaction is not required to be for fair value thereunder), (iv) may enter into indemnification 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 employment agreements compensation and employee benefit arrangements with paid to, and indemnities provided for the benefit of, directors, officers and officers, consultants or employees of Holdings, the Borrower or the Restricted Subsidiaries in the ordinary course of business, (including for the provision v) any issuances of securities, 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), subscription agreements or similar agreement pertaining to plans approved by the repurchase Borrower’s board of Equity Interests pursuant to put/call rights or similar rights with directors, officers (vi) employment 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) may make Investments and Restricted Payments permitted hereunder, (iii) from and after the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, may enter severance arrangements entered into transactions with Unaffiliated Joint Ventures and Wholly Owned Subsidiaries of Unaffiliated Joint Ventures, in each case, relating to the provision of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as in the ordinary course of businessbusiness between Holdings, the purchase Borrower or sale any Restricted Subsidiary and any employee thereof and approved by the Borrower’s or Holdings’ board of goodsdirectors, equipment, products, parts and services, (ivvii) may enter into agreements and payments made to other arrangements providing for the payment of Management Fees and IP Licensing Fees; (v) may issue, sell Restricted Subsidiaries arising from or transfer Equity Interests of Borrower to any parent entity, including in connection with capital contributions by such parent entity to Borrower or any Subsidiary; (vi) may enter into transactions undertaken for the purpose of improving the consolidated customary 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 consolidation and the Subsidiaries (as determined by Borrower in good faith); (vi) may enter into any transaction subject to Section 13.05; (vii) may enter into any transactions 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 Aircraft Assets; and (x) may incur any Indebtedness permitted pursuant to Section 10.01(w)grouping arrangements.

Transactions with Affiliates. Neither Borrower No Loan Party will, nor will it 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 its Affiliates, other than any transaction or series of related transactions not exceeding $3,000,000 in the aggregate, and except that the following shall be permitted: (a) transactions at prices and on terms and conditions not less favorable to the Loan Party or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between and among (x) any Loan Parties or (y) any wholly-owned Restricted Subsidiaries shall enter into that are not Loan Parties, in each case, not involving any transactionother Affiliate, including(c) any investment permitted by Section 6.04, without limitation(d) any disposition permitted by Section 6.05, (e) any purchaseIndebtedness permitted under Section 6.01(c), sale(f) any Restricted Payment permitted by Section 6.08, lease or exchange of Property(g) transactions between and among Holdings, the rendering Borrower and any wholly-owned Restricted Subsidiaries reasonably approved by management in in furtherance of any service or the business purposes of Holdings, the Borrower and its Subsidiaries, (h) the payment of any managementreasonable fees to directors of Holdings, advisory or similar fees, with any Affiliate (other than the Borrower or any Restricted Subsidiary) involving aggregate consideration in excess Subsidiary who are not employees of $20.0 million unless such transaction (a) is required under this AgreementHoldings, or (b) is upon fair and reasonable terms no less favorable to the Borrower or such Restricted any Subsidiary, as and compensation and employee benefit arrangements paid to, and indemnities provided for the case may bebenefit of, than it would obtain directors, officers or employees of Holdings, the Borrower or its Subsidiaries in a comparable arm’s length transaction with a Person that is not an Affiliate (such arms’ length standard being deemed to have been satisfied if such transaction is approved by a majority the ordinary course of the Disinterested Directors of Borrower); providedbusiness, however, that notwithstanding the foregoing, Borrower and its Restricted Subsidiaries (i) may enter into indemnification and employment agreements and arrangements with directors, officers and employees (including for the provision any issuances of securities, 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), subscription agreements or similar agreement pertaining to plans approved by the repurchase Borrower’s board of Equity Interests pursuant to put/call rights or similar rights with directors, officers (j) the payment of (A) termination payments consisting of twelve months of management fees, the reimbursement of costs and employees out-of pocket expenses and indemnification obligations, and (B) management fees, which management fees shall not exceed $1,500,000 in any employee compensation, benefit plan or arrangement, any health, disability or similar insurance plan which covers employees andfiscal year, in each case any reasonable transactions pursuant theretoto the Management Agreement, provided, that no management fees thereunder shall be permitted to be in cash to the extent that an Event of Default has occurred and is continuing and further provided, that all accrued management fees which were not permitted to be paid in cash at such time shall be permitted to be paid in cash once no Event of Default is continuing, (iik) may make Investments and Restricted Payments any contribution to the capital of Holdings or any purchase of Equity Interests of Holdings to the extent otherwise permitted hereunderby this Agreement, (iiil) from issuances of Equity Interests (and after the earlier options and warrants therefor) of the Xxxx Las Vegas Reorganization Borrower or Holdings to the extent otherwise permitted by this Agreement, (m) payments to or from, and the Wynn Massachusetts Project Opening Date, may enter into transactions with Unaffiliated Joint Ventures and Wholly Owned Subsidiaries of Unaffiliated Joint Ventures, in each case, relating joint ventures (to the provision extent any such joint venture is only an Affiliate as a result of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as in Investments by the ordinary course of businessHoldings, the purchase Borrower or sale its Subsidiaries in such joint venture and such transactions are reasonably approved by management in in furtherance of goodsthe business purposes of Holdings, equipmentthe Borrower and its Subsidiaries) to the extent otherwise permitted under this Agreement, products, parts and services, (ivn) may enter into agreements and other arrangements providing for the payment of Management Fees customary fees and IP Licensing Fees; (v) may issuereasonable and documented out-of-pocket costs to, sell or transfer Equity Interests and indemnities provided on behalf of, directors, officers, employees and consultants of Holdings, the Borrower to any parent entity, including in connection with capital contributions by such parent entity to Borrower and its Restricted Subsidiaries or any Subsidiary; (vi) may enter into transactions undertaken for direct or indirect parent of the purpose of 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 the Subsidiaries (as determined by Borrower in good faith); (vi) may enter into any transaction subject to Section 13.05; (vii) may enter into any transactions 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 attributable 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 ownership or operation of each Qualifying Project of the 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 Aircraft Assets; and (x) may incur any Indebtedness permitted pursuant to Section 10.01(w).

Transactions with Affiliates. Neither The Borrower nor will not, and will not permit any of its Restricted Subsidiaries shall enter into any transactionto, including, without limitation, any purchase, salesell, lease or exchange otherwise transfer any Property to, or purchase, lease or otherwise acquire any Property from, or otherwise engage in any other transactions with, any of Propertyits Affiliates, except (a) at prices and on terms and conditions substantially as favorable to the rendering Borrower or such Subsidiary (in the good faith determination of the Borrower) as would reasonably be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its Subsidiaries and any service or entity that becomes a Subsidiary as a result of such transaction not involving any other Affiliate, (c) the payment of any managementcustomary compensation and benefits and reimbursements of out-of-pocket costs to, advisory or similar feesand the provision of indemnity on behalf of, with any Affiliate (other than Borrower or any Restricted Subsidiary) involving aggregate consideration in excess directors, officers, consultants, employees and members of $20.0 million unless such transaction (a) is required under this Agreement, or (b) is upon fair and reasonable terms no less favorable to the Boards of Directors of the Borrower or such Restricted Subsidiary, as the case may be(d) loans and advances to officers, than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate (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, however, that notwithstanding the foregoing, Borrower and its Restricted Subsidiaries (i) may enter into indemnification and employment agreements and arrangements with directors, officers consultants and employees (including for the provision 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), subscription agreements or similar agreement pertaining to the repurchase of 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) may make Investments and Restricted Payments permitted hereunder, (iii) from and after the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, may enter into transactions with Unaffiliated Joint Ventures and Wholly Owned Subsidiaries of Unaffiliated Joint Ventures, in each case, relating to the provision of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as in the ordinary course of business, the purchase or sale of goods, equipment, products, parts (e) Restricted Payments and servicesother payments permitted under Section 6.04, (ivf) may enter employment, incentive, benefit, consulting and severance arrangements entered into agreements (i) in the ordinary course of business or (ii) set forth in Schedule 6.06, in each case, with officers, directors, consultants and other arrangements providing for employees of 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 its Subsidiaries, (g) the transactions pursuant to the agreements set forth in Schedule 6.06 or any Subsidiary; (vi) may enter into transactions undertaken for amendment thereto to the purpose of improving the consolidated tax efficiency of any parent entity of Borrower, Borrower and/or the Subsidiaries (provided that extent such transactionsan amendment, taken as a whole, are not materially adverse to Borrower and the Subsidiaries (as determined by Borrower in good faith); (vi) may enter into any transaction subject to Section 13.05; (vii) may enter into any transactions 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 in good faith by the Borrower), (h) the payment of fees and expenses related to the Transactions, (i) the issuance of Qualified Equity Interests of the Borrower and the granting of registration or other customary rights in connection therewith, (j) the existence of, and the performance by the Borrower or any Subsidiary of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and which is set forth on Schedule 6.06, and similar agreements that it may enter into thereafter, provided that the existence of, or the performance by the Borrower or any Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Closing Date shall only be permitted by this Section 6.06(j) to the extent not more adverse to the interest of the Lenders in any material respect when taken as a whole (in the good faith determination of the Borrower) than any of such documents and agreements as in effect on the Closing Date, (k) consulting services to joint ventures in the ordinary course of business and any other transactions between or among the Borrower, its Subsidiaries and joint ventures in the ordinary course of business, (l) transactions with landlords, customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and not otherwise prohibited by this Agreement, (m) transactions effected as a part of a Qualified Receivables Transaction, (n) the provision of services to directors or officers of the Borrower or any of its Subsidiaries of the nature provided by the Borrower or any of its Subsidiaries to customers in the ordinary course of business and (o) transactions approved by the Audit Committee of the Board of Directors of the Borrower in good faith); (viii) may pay Allocable Overhead accordance with the Borrower’s policy regarding related party transactions in effect from time 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 Aircraft Assets; and (x) may incur any Indebtedness permitted pursuant to Section 10.01(w)time.

Transactions with Affiliates. Neither Borrower No Credit Party will, nor will any Credit Party permit any of its Restricted Subsidiaries shall to, enter into any transaction, including, without limitation, any purchase, sale, lease transaction or exchange series of Property, the rendering of any service or the payment of any management, advisory or similar fees, transactions with any Affiliate (other than than, in the case of the Borrower, any Subsidiary, and in the case of a Subsidiary, the Borrower or any Restricted another Subsidiary) involving aggregate consideration in excess of $20.0 million unless such transaction other than (a) is required under this Agreement, in the ordinary course of business of and pursuant to the reasonable requirements of such Credit Party’s or (b) is such Subsidiary’s business and upon fair and reasonable terms no less favorable to Borrower such Credit Party or such Restricted Subsidiary, as the case may be, Subsidiary than it would obtain be obtained in a comparable arm’s arm’s-length transaction with a Person that other than an Affiliate, (b) Restricted Payments permitted under Section 7.06, (c) Investments permitted under Section 7.05 (excluding provisions thereof generally permitting transactions permitted by this Section 7.09), (d) transactions pursuant to agreements in existence on the Closing Date and set forth on Schedule 7.09 or any amendment to any such agreement to the extent such amendment is not an Affiliate adverse, taken as a whole, to the Lenders in any material respect, (such arms’ length standard being deemed to have been satisfied if such transaction is approved by a majority e) any issuance of the Disinterested Directors of Borrower); provided, however, that notwithstanding the foregoing, Borrower and its Restricted Subsidiaries (i) may enter into indemnification and employment agreements and arrangements with directors, officers and employees (including for the provision 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 arrangements, equity purchase agreements, stock options and stock ownership plans), subscription agreements or similar agreement pertaining to the repurchase of 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) may make Investments and Restricted Payments permitted hereunder, (iii) from and after the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, may enter into transactions with Unaffiliated Joint Ventures and Wholly Owned Subsidiaries of Unaffiliated Joint Ventures, in each case, relating to the provision of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as plans in the ordinary course of business, business approved by the purchase board of directors (or sale other similar governing body) of goods, equipment, products, parts Holdings and services, (ivf) may enter into agreements and other arrangements providing for transactions in which 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 Subsidiary; (vi) Subsidiary thereof, as the case may enter into transactions undertaken for be, delivers to the purpose Administrative Agent a letter from an accounting, appraisal, investment banking firm or consultant of improving nationally recognized standing that is, in the consolidated tax efficiency good faith judgment of any parent entity of the Borrower, Borrower and/or qualified to perform the Subsidiaries (provided task for which it has been engaged and that such transactions, taken as a whole, are not materially adverse to Borrower and is independent of the Subsidiaries (as determined by Borrower in good faith); (vi) may enter into any transaction subject to Section 13.05; (vii) may enter into any transactions 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; 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 (ix) from and after the Xxxx Las Vegas Reorganization, the transfer or sale or other disposition (including leasing or making available for usea) of any Aircraft Assets; and (x) may incur any Indebtedness permitted pursuant to this Section 10.01(w).7.09

Transactions with Affiliates. Neither Borrower No Loan Party will, nor will it permit any 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 its Affiliates, except (a) transactions 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 such Subsidiary than could be obtained on an arm's-length basis from unrelated third parties, (b) transactions between or among any Borrower and any Subsidiary that is a Loan Party not involving any other Affiliate, (c) any investment permitted by Sections 6.04(c) or 6.04(d), (d) any Indebtedness permitted under Section 6.01(c), (e) any Restricted Subsidiaries shall enter into any transactionPayment permitted by Section 6.08, including(f) loans or advances to employees permitted under Section 6.04, without limitation, any purchase, sale, lease or exchange of Property, the rendering of any service or (g) the payment of reasonable fees to members of the board of managers or directors of any management, advisory or similar fees, with any Affiliate (other than Borrower or any Restricted Subsidiary) involving aggregate consideration in excess Subsidiary who are not employees of $20.0 million unless such transaction (a) is required under this Agreement, or (b) is upon fair and reasonable terms no less favorable to Borrower or such Restricted Subsidiary, as and compensation and employee benefit arrangements paid to, and indemnities provided for the case may bebenefit of, than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate (such arms’ length standard being deemed to have been satisfied if such transaction is approved by a majority of the Disinterested Directors of Borrower); providedmanagers, however, that notwithstanding the foregoing, Borrower and its Restricted Subsidiaries (i) may enter into indemnification and employment agreements and arrangements with directors, officers and or employees of the Borrowers or their Subsidiaries in the ordinary course of business, (including for the provision h) any issuances of securities, securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, equity purchase agreements, stock or membership interest options and stock or membership interest ownership plans), subscription agreements or similar agreement pertaining plans approved by HF Foods' board of directors and (i) payment by each applicable Working Capital Borrower to the repurchase applicable Subsidiary that owns the real property on which such Working Capital Borrower operates of Equity Interests pursuant lease amounts not less favorable to put/call rights 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 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) may make Investments and Restricted Payments permitted hereunder, (iii) from and after the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, may enter into transactions with Unaffiliated Joint Ventures and Wholly Owned Subsidiaries of Unaffiliated Joint Ventures, in each case, relating to the provision of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as in the ordinary course of 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 loan to any parent entityof its suppliers that are Affiliates, including in connection with capital contributions by except loans and advances that are at prices and on terms and conditions not less favorable to such parent entity to Borrower Loan Party or any Subsidiary; (vi) may enter into transactions undertaken for the purpose of 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 the Subsidiaries (as determined by Borrower in good faith); (vi) may enter into any transaction subject to Section 13.05; (vii) may enter into any transactions described in the Tax Indemnification Agreement or Subsidiary than could be obtained 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) an arm's-length basis from and after the Xxxx Las Vegas Reorganization, the transfer or sale or other disposition (including leasing or making available for use) of any Aircraft Assets; and (x) may incur any Indebtedness permitted pursuant to Section 10.01(w)unrelated third parties.

Transactions with Affiliates. Neither Borrower No Credit Agreement Party will, nor will permit any of its Restricted Subsidiaries shall to, enter into any transactiontransaction or series of transactions with any Affiliate of the U.S. Borrower or any of its Subsidiaries other than in the ordinary course of business and on terms and conditions substantially as favorable to such Credit Agreement Party or such Subsidiary as would be reasonably expected to be obtainable by such Credit Agreement Party or such Subsidiary at the time in a comparable arm’s-length transaction with a Person other than an Affiliate; provided that the following shall in any event be permitted: (i) the Transaction; (ii) intercompany transactions among the U.S. Borrower and its Subsidiaries to the extent expressly permitted by Sections 9.02, 9.04, 9.05 and 9.06; (iii) the payment of consulting or other fees to the U.S. Borrower by any of its Subsidiaries in the ordinary course of business; (iv) customary fees to non-officer directors of the U.S. Borrower and its Subsidiaries; (v) the U.S. Borrower and its Subsidiaries may enter into the employment arrangements with respect to the procurement of services with their respective officers and employees in the ordinary course of business; (vi) Dividends may be paid by the U.S. Borrower to the extent permitted by Section 9.06; (vii) the payment of customary fees (excluding management fees) to the Agents and their Affiliates for services rendered (including, without limitation, any purchaseunderwriting 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, saleso long as (and only so long as) such transactions would not (in the absence of this clause (ix) and, lease or exchange for such purpose, assuming same were in the “ordinary course of Property, the rendering business”) give rise to a violation of any service or the payment of this Section 9.07. In no event shall any management, advisory consulting or similar fees, with fee be paid or payable by the U.S. Borrower or any of its Subsidiaries to any Affiliate (other than 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 no less favorable to Borrower or such Restricted Subsidiary, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate (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, however, that notwithstanding the foregoing, Borrower and its Restricted Subsidiaries (i) may enter into indemnification and employment agreements and arrangements with directors, officers and employees (including for the provision 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 plansCredit Party), subscription agreements or similar agreement pertaining to the repurchase of 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, except as specifically provided in each case any reasonable transactions pursuant thereto, (ii) may make Investments and Restricted Payments permitted hereunder, (iii) from and after the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, may enter into transactions with Unaffiliated Joint Ventures and Wholly Owned Subsidiaries of Unaffiliated Joint Ventures, in each case, relating to the provision of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as in the ordinary course of 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 Subsidiary; (vi) may enter into transactions undertaken for the purpose of 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 the Subsidiaries (as determined by Borrower in good faith); (vi) may enter into any transaction subject to this Section 13.05; (vii) may enter into any transactions 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 Aircraft Assets; and (x) may incur any Indebtedness permitted pursuant to Section 10.01(w)9.07.

Transactions with Affiliates. Neither Borrower nor Holdings will conduct, and cause each of the Restricted Subsidiaries to conduct, all transactions with any of its Restricted Subsidiaries shall enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of Property, the rendering of any service or the payment of any management, advisory or similar fees, with any Affiliate Affiliates (other than Borrower or any Holdings and the Restricted SubsidiarySubsidiaries) 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 on terms no less that are at least substantially as favorable to Borrower Holdings or such Restricted Subsidiary, Subsidiary as the case may be, than it would obtain in a comparable arm’s arm’s-length transaction with a Person that is not an Affiliate Affiliate, 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 (such arms’ length standard being deemed a) the payment of fees to have been satisfied if such transaction is 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 Disinterested Directors board of Borrower); provideddirectors of Holdings in good faith, however(b) transactions permitted by Section 10.5, that notwithstanding (c) consummation of the foregoingTransactions and the payment of the Transaction Expenses, Borrower (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 its other transactions between or among Holdings, any Restricted Subsidiary or any joint venture (regardless of the form of legal entity) in which Holdings or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of Holdings but for Holdings’ or a Subsidiary’s ownership of Capital Stock or Stock Equivalents in such joint venture or Subsidiary) to the extent permitted under Section 10, (f) employment and severance arrangements between Holdings and the Restricted Subsidiaries (i) may enter into indemnification and employment agreements and arrangements with directorstheir respective officers, officers and employees or consultants (including for the provision of securities, management and employee benefit plans or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, equity purchase agreements, stock options option plans and stock ownership plans), subscription agreements or similar agreement pertaining to the repurchase of 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, (iiother compensatory arrangements) may make Investments and Restricted Payments permitted hereunder, (iii) from and after the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, may enter into transactions with Unaffiliated Joint Ventures and Wholly Owned Subsidiaries of Unaffiliated Joint Ventures, in each case, relating to the provision of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as in the ordinary course of business, the purchase or sale of goods, equipment, products, parts business (including loans and servicesadvances in connection therewith), (ivg) may enter into payments by Holdings (and any direct or indirect parent thereof) and the Subsidiaries pursuant to the tax sharing agreements among Holdings (and other arrangements providing 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 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 payment of Management Fees customary fees and IP Licensing Fees; reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, employees of Holdings (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 Subsidiary; (vidirect or indirect parent thereof) may enter into transactions undertaken for the purpose of 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 the Subsidiaries (as determined by Borrower in good faith); (vi) may enter into any transaction subject to Section 13.05; (vii) may enter into any transactions described in the Tax Indemnification Agreement ordinary course of business to the extent attributable to the ownership or on Schedule 10.07 operation of Holdings and the Subsidiaries, (i) transactions undertaken pursuant to membership in a purchasing consortium, (j) transactions pursuant to any agreement or arrangement as in effect as of the Closing Date, or any amendment thereto or replacement thereof or similar arrangement to the extent (so long as any such amendment, replacement or arrangement amendment is not adverse 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 (k) customary payments by Holdings (or any material respect (as determined by Borrower in good faith); (viiidirect or indirect parent) may pay Allocable Overhead and any Restricted Subsidiaries to Wynn Resorts the Sponsor made for any financial advisory, consulting, financing, underwriting or placement services or 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 investment banking activities (including leasing in connection with acquisitions or making available for use) of any Aircraft Assets; and (x) may incur any Indebtedness permitted pursuant to Section 10.01(wdivestitures).

Transactions with Affiliates. Neither Borrower nor Except for transactions by or among the Borrowers and their Restricted Subsidiaries, sell or transfer any of its Restricted Subsidiaries shall enter into property or assets to, or purchase or acquire any transactionproperty or assets from, including, without limitation, or otherwise engage in any purchase, sale, lease or exchange of Property, the rendering of any service or the payment of any management, advisory or similar fees, with any Affiliate (other than Borrower or any Restricted Subsidiary) transactions involving aggregate consideration payments, for any such transaction or series of related transactions, in excess of $20.0 million unless such transaction 1,000,000, with any of its Affiliates, except that (a) is required under this Agreementthe Borrowers or any Restricted Subsidiary may engage in any of the foregoing 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, or (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 upon fair not materially more disadvantageous to the Administrative Agent and reasonable terms no less favorable to Borrower or such Restricted Subsidiarythe Lenders, taken as the case may bea whole, than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate the original agreement, (such arms’ length standard being deemed to have been satisfied if such transaction is approved c) the Borrowers or any Restricted Subsidiary may declare or make Restricted Payments permitted by a majority of the Disinterested Directors of Borrower); provided, however, that notwithstanding the foregoing, Borrower Section 6.06(a) and its Restricted Subsidiaries (i) may enter into indemnification and employment agreements and arrangements with directors, officers and employees (including for the provision 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), subscription agreements or similar agreement pertaining to the repurchase of 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 related thereto, (iid) the Borrowers and the Subsidiary Guarantors may make Investments and Restricted Payments in Foreign Subsidiaries permitted hereunderby Section 6.04, (iiie) from and after the earlier of the Xxxx Las Vegas Reorganization Borrowers and the Wynn Massachusetts Project Opening DateRestricted Subsidiaries may adopt, may 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 transactions with Unaffiliated Joint Ventures and Wholly Owned Subsidiaries of Unaffiliated Joint Ventures, in each case, relating to the provision of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as in the ordinary course of business, (f) the purchase Borrowers and the Restricted Subsidiaries may make loans or sale advances to directors, officers, employees and consultants of goodsHoldings, equipment, products, parts the Borrowers and servicesany Restricted Subsidiary otherwise permitted by Section 6.04, (ivg) Holdings may grant stock options or similar rights to directors, officers, employees and consultants of Holdings, the Borrowers and any Restricted Subsidiary, (h) Holdings may issue and sell Equity Interests to Affiliates and customary rights in connection therewith and (i) Holdings 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 with any parent entity, including Excluded Vessel Subsidiary in connection with capital contributions by such parent entity to Borrower or any Subsidiary; (vi) may enter into transactions undertaken for the purpose of 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 the Subsidiaries (as determined by Borrower in good faith); (vi) may enter into any transaction subject to Section 13.05; (vii) may enter into any transactions 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 Aircraft Assets; and (x) may incur any Indebtedness permitted pursuant to Section 10.01(w)Vessel Financing.

Transactions with Affiliates. Neither the Borrower nor any of its Restricted Subsidiaries shall Subsidiary will, directly or indirectly, enter into or permit to exist any transaction, including, without limitation, any transaction (including the purchase, sale, lease or exchange of Property, any property or the rendering of any service or the payment of any management, advisory or similar fees, service) with any Affiliate (other than of the Borrower or any such 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 Subsidiary on terms no that are less favorable to the Borrower or such Restricted Subsidiary, as the case may be, than it those that would obtain prevail in a comparable arm’s an arm’s-length transaction with a 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 is becomes a Restricted Subsidiary as a result of such transaction, not an Affiliate involving any other Affiliate, (such arms’ length standard being deemed to have been satisfied if such transaction is approved by a majority b) the Transactions and the payment of fees and expenses in connection with the consummation of the Disinterested Directors Transactions, (c) any Restricted Junior Payment permitted under Section 6.4, (d) issuances by the Borrower of Borrower); providedEquity Interests (other than Disqualified Equity Interests) and receipt by the Borrower of capital contributions, however(e) employment, that notwithstanding compensation, bonus, incentive, retention and severance arrangements and health, disability and similar insurance or benefit plans or other benefit arrangements between the foregoing, Borrower and its or any of the Restricted Subsidiaries (i) may enter into indemnification and employment agreements and arrangements with directorstheir respective future, officers current or former officers, directors and employees (including for the provision of securities, management and employee benefit plans 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), subscription agreements or similar agreement agreements pertaining to the repurchase of Equity Interests pursuant to put/call rights or similar rights with directorsfuture, officers current or former officers, directors and employees and any employee compensation, benefit plan stock option or arrangement, any health, disability or similar insurance plan which covers employees and, in each case any reasonable transactions pursuant thereto, (iiincentive plans and other compensation arrangements) may make Investments and Restricted Payments permitted hereunder, (iii) from and after the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, may enter into transactions with Unaffiliated Joint Ventures and Wholly Owned Subsidiaries of Unaffiliated Joint Ventures, in each case, relating to the provision of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as in the ordinary course of business, (f) payment of customary fees and indemnities to and reimbursement of out-of-pocket costs and expenses of any future, current or former officers, directors and employees of the purchase or sale Borrower and the Restricted Subsidiaries entered into in the ordinary course of goods, equipment, products, parts and servicesbusiness, (ivg) may enter into agreements loans and other arrangements providing for advances permitted under Section 6.6(i) or 6.6(j) and Investments permitted by Section 6.6(s), (h) the payment of Management Fees transactions set forth on Schedule 6.10 and IP Licensing Fees; (vi) may issue, sell or transfer Equity Interests of Borrower to any parent entity, including transactions with a Receivables Subsidiary in connection with capital contributions by such parent entity to Borrower or any Subsidiary; (vi) may enter into transactions undertaken for the purpose of 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 the Subsidiaries (as determined by Borrower in good faith); (vi) may enter into any transaction subject to Permitted Securitization permitted under Section 13.05; (vii) may enter into any transactions 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 Aircraft Assets; and (x) may incur any Indebtedness permitted pursuant to Section 10.01(w6.1(u).

Transactions with Affiliates. Neither Borrower nor Enter into, renew, extend or be a party to any of its Restricted Subsidiaries shall enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of Property, the rendering transaction of any service kind with any Affiliate of any 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 any management, advisory or similar fees, compensation and benefits and the providing of indemnification to officers and directors in the ordinary course of business and consistent with any Affiliate (other than Borrower or any Restricted Subsidiary) involving aggregate consideration in excess of $20.0 million unless such transaction (a) is required under this Agreement, past practices or (bd) is upon on fair and reasonable terms no less substantially as favorable to Borrower or such Restricted Subsidiary, the Loan Parties as would be obtainable by the case may be, than it would obtain Loan Parties at the time in a comparable arm’s arm’s-length transaction with a Person that is other than an Affiliate. The foregoing restriction shall not an Affiliate (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, however, that notwithstanding the foregoing, Borrower and its Restricted Subsidiaries restrict (i) may enter into indemnification a transaction between or among the Loan Parties, (ii) advances for commissions, travel and employment agreements and arrangements with other similar purposes in the ordinary course of business to directors, officers and employees employees, (including iii) the issuance of Equity Interests of the Borrower to any officer, director or employee of the Borrower or any of its Subsidiaries in the ordinary course of business, (iv) the payment of reasonable fees and out-of-pocket costs to directors, and compensation and employee benefit arrangements paid to, and indemnities provided for the provision benefit of, directors, officers or employees of securitiesthe Borrower or any of its Subsidiaries, and (v) any issuances of 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 arrangementsagreements, equity purchase deferred compensation agreements, stock options options, restricted stock agreements and stock ownership plans), subscription agreements or similar agreement pertaining to the repurchase of 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, plans (in each case any reasonable transactions pursuant thereto, (ii) may make Investments and Restricted Payments permitted hereunder, (iii) from and after the earlier in respect of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, may enter into transactions with Unaffiliated Joint Ventures and Wholly Owned Subsidiaries of Unaffiliated Joint Ventures, in each case, relating to the provision of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as in the ordinary course of 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 Qualified Equity Interests of Borrower to any parent entity, including in connection with capital contributions by such parent entity to the Borrower) of the Borrower or any Subsidiary; (vi) may enter into transactions undertaken for the purpose of 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 the Subsidiaries (as determined by Borrower in good faith); (vi) may enter into any transaction subject to Section 13.05; (vii) may enter into any transactions 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 Aircraft Assets; and (x) may incur any Indebtedness permitted pursuant to Section 10.01(w).

Transactions with Affiliates. Neither Holdings nor the Borrower will, nor will they permit any of its Restricted Subsidiaries shall enter into any transactionSubsidiary to, including, without limitation, any purchase, salesell, lease or exchange of Propertyotherwise transfer any assets to, the rendering of or purchase, lease or otherwise acquire any service assets from, or the payment of otherwise engage in any management, advisory or similar fees, with any Affiliate (other than Borrower or any Restricted Subsidiary) transactions involving aggregate consideration in excess of $20.0 million unless such transaction 500,000 with, any of its Affiliates, except (ai) is required under this Agreement, or (b) is upon fair transactions that are at prices and reasonable on terms no and conditions not less favorable to the Borrower or such Restricted SubsidiarySubsidiary than could be obtained on an arm’s-length basis from unrelated third parties, as (ii) transactions between or among the case may beLoan Parties not involving any other Affiliate, than it would obtain in a comparable arm’s length (iii) advances, equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests and other Restricted Payments permitted under Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction with a Person that is not an Affiliate (such arms’ length standard being deemed involving the Borrower and the Restricted Subsidiaries permitted under Section 6.03 to have been satisfied if the extent such transaction is approved by a majority of between the Disinterested Directors of Borrower); provided, however, that notwithstanding the foregoing, Borrower and its one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (ito the extent such transaction is not required to be for fair value thereunder), (iv) may enter into indemnification 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 employment agreements compensation and employee benefit arrangements with paid to, and indemnities provided for the benefit of, directors, officers and officers, consultants or employees of Holdings, the Borrower or the Restricted Subsidiaries in the ordinary course of business, (including for the provision v) any issuances of securities, 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), subscription agreements or similar agreement pertaining to plans approved by the repurchase Borrower’s board of Equity Interests pursuant to put/call rights or similar rights with directors, officers directors and employees (vi) employment 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) may make Investments and Restricted Payments permitted hereunder, (iii) from and after the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, may enter severance arrangements entered into transactions with Unaffiliated Joint Ventures and Wholly Owned Subsidiaries of Unaffiliated Joint Ventures, in each case, relating to the provision of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as in the ordinary course of businessbusiness between Holdings, 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 Subsidiary; (vi) may enter into transactions undertaken for Restricted Subsidiary and any employee thereof and approved by the purpose Borrower’s board of 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 the Subsidiaries (as determined by Borrower in good faith); (vi) may enter into any transaction subject to Section 13.05; (vii) may enter into any transactions 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 Aircraft Assets; and (x) may incur any Indebtedness permitted pursuant to Section 10.01(w)directors.

Transactions with Affiliates. Neither The Borrower nor will not, and will not 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 with, any of its Restricted Subsidiaries shall enter into any transactionAffiliates, including, without limitation, any purchase, sale, lease or exchange of Property, the rendering of any service or the payment of any management, advisory or similar fees, with any Affiliate (other than Borrower or any Restricted Subsidiary) involving aggregate consideration in excess of $20.0 million unless such transaction except (a) is required under this Agreement, or (b) is upon fair transactions that are at prices and reasonable on terms no and conditions not materially less favorable to the Borrower or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and the Restricted Subsidiaries not involving any other Affiliate, (c) loans or advances to employees in the ordinary course of business, (d) payroll, travel and similar advances to cover matters in the ordinary course of business, (e) the payment of fees to directors of the Borrower or any Subsidiary who are not employees of the Borrower or any Subsidiary, as and compensation and employee benefit arrangements paid to, and indemnities provided for the case may bebenefit of, than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate (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, however, that notwithstanding the foregoing, Borrower and its Restricted Subsidiaries (i) may enter into indemnification and employment agreements and arrangements with directors, officers and or employees of the Borrower or the Subsidiaries in the ordinary course of business, (including for the provision f) any issuances of securities, 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), subscription agreements or similar agreement pertaining to plans approved by the repurchase Borrower’s board of Equity Interests pursuant to put/call rights or similar rights with directors, officers (g) employment 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) may make Investments and Restricted Payments permitted hereunder, (iii) from and after the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, may enter severance arrangements entered into transactions with Unaffiliated Joint Ventures and Wholly Owned Subsidiaries of Unaffiliated Joint Ventures, in each case, relating to the provision of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as in the ordinary course of business, business between 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 Subsidiary and any employee thereof and approved by the Borrower’s board of directors, (h) any payments made pursuant to the Management Agreements, (i) any Restricted Payment permitted by Section 6.06, (j) transactions expressly permitted under any Securitization Document, (k) transactions expressly permitted by 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 Restricted Subsidiary in favor of the Borrower or any other Restricted Subsidiary; , (vim) transactions as may enter into transactions undertaken for be disclosed in the purpose public reports of improving the consolidated tax efficiency Borrower filed or furnished with the SEC prior to the date of any parent entity of Borrowerthis Agreement, Borrower and/or the Subsidiaries (provided that such transactions, taken as a whole, are not materially adverse to Borrower and the Subsidiaries (as determined by Borrower in good faith); (vin) may enter into any transaction subject to Section 13.05; (vii) may enter into any transactions described that are otherwise approved by the board of directors of the Borrower or such Restricted Subsidiary, (o) investments of cash and Cash Equivalents in the Tax Indemnification Agreement or Unrestricted Subsidiaries and (p) transactions set forth 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 Aircraft Assets; and (x) may incur any Indebtedness permitted pursuant to Section 10.01(w)6.07.

Transactions with Affiliates. Neither The Borrower will not, nor will it permit any 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 its Restricted Subsidiaries shall enter into any transactionAffiliates, includingexcept (i) transactions in the ordinary course of business at prices and on terms and conditions not materially less favorable to the Borrower or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, without limitation(ii) transactions between or among the Borrower and the Subsidiaries, any purchase(iii) loans or advances to employees, sale(iv) payroll, lease or exchange of Propertytravel and similar advances, the rendering of any service or (v) the payment of any management, advisory or similar fees, with any Affiliate (other than reasonable fees to directors of the Borrower or any Restricted Subsidiary) involving aggregate consideration in excess Subsidiary who are not employees of $20.0 million unless such transaction (a) is required under this Agreement, or (b) is upon fair and reasonable terms no less favorable to the Borrower or such Restricted any Subsidiary, as and compensation and employee benefit arrangements paid to, and indemnities provided for the case may bebenefit of, than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate (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, however, that notwithstanding the foregoing, Borrower and its Restricted Subsidiaries (i) may enter into indemnification and employment agreements and arrangements with directors, officers and or employees of the Borrower or the Subsidiaries in the ordinary course of business, (including for the provision vi) any issuances of securities, 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), subscription agreements incentive plans or similar agreement pertaining to other benefit plans approved by the repurchase Borrower’s Board of 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 theretoDirectors, (iivii) may make Investments employment and Restricted Payments permitted hereunder, (iii) from and after the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, may enter severance arrangements entered into transactions with Unaffiliated Joint Ventures and Wholly Owned Subsidiaries of Unaffiliated Joint Ventures, in each case, relating to the provision of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as in the ordinary course of business, business between the purchase Borrower or sale any Subsidiary and any employee thereof and approved by the Borrower’s Board of goods, equipment, products, parts and servicesDirectors, (ivviii) may enter into any Restricted Payment not prohibited by this Agreement, (ix) transactions pursuant to the agreements set forth on Schedule 6.07 and (x) any transaction with an Affiliate (other arrangements providing for than 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 Subsidiary; (vi) may enter into transactions undertaken for where the purpose only consideration paid to such Affiliate is Qualified Equity Interests of 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 the Subsidiaries (as determined by Borrower in good faith); (vi) may enter into any transaction subject to Section 13.05; (vii) may enter into any transactions 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 Aircraft Assets; and (x) may incur any Indebtedness permitted conversions pursuant to Section 10.01(w)any convertible debt instrument.

Transactions with Affiliates. Neither Borrower Payor nor any of its Borrower will, nor will they permit any Payor Group Restricted Subsidiaries shall enter into any transactionSubsidiary to, including, without limitation, any purchase, salesell, lease or exchange of Propertyotherwise transfer any assets to, the rendering of or purchase, lease or otherwise acquire any service assets from, or the payment of otherwise engage in any management, advisory or similar fees, with any Affiliate (other than Borrower or any Restricted Subsidiary) transactions involving aggregate consideration in excess of $20.0 million unless such transaction €25,000,000 with, any of its Affiliates, except (ai) is required under this Agreement, or (b) is upon fair transactions that are at prices and reasonable on terms no and conditions not less favorable to Payor, such Borrower or such Payor Group Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (ii) transactions between or among the Loan Parties not involving any other Affiliate, (iii) advances, equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests and other Restricted Payments permitted under Section 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 (to the extent such transaction is not required to be for fair value thereunder), (iv) the payment of reasonable fees to directors of Holdings, any Borrower or any Restricted Subsidiary who are not employees of Holdings, any Borrower or any Restricted Subsidiary, as and compensation and employee benefit arrangements paid to, and indemnities provided for the case may bebenefit of, than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate (such arms’ length standard being deemed to have been satisfied if such transaction is approved by a majority directors, officers, consultants or employees of Holdings, the Disinterested Directors of Borrower); provided, however, that notwithstanding Borrowers or the foregoing, Borrower and its Restricted Subsidiaries in the ordinary course of business, (iv) may enter into indemnification and employment agreements and arrangements with directors, officers and employees (including for the provision any issuances of securities, 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), subscription agreements or similar agreement pertaining to plans approved by the repurchase Swiss Borrower’s board of Equity Interests pursuant to put/call rights or similar rights with directors, officers ; (vi) employment 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) may make Investments and Restricted Payments permitted hereunder, (iii) from and after the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, may enter severance arrangements entered into transactions with Unaffiliated Joint Ventures and Wholly Owned Subsidiaries of Unaffiliated Joint Ventures, in each case, relating to the provision of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as in the ordinary course of businessbusiness between Holdings, any Borrower or any Restricted Subsidiary and any employee thereof and approved by the purchase Swiss Borrower’s board of directors; and (vii) payments made to other Restricted Subsidiaries arising from 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 Subsidiary; (vi) may enter into transactions undertaken for the purpose of improving the consolidated customary 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 consolidation and the Subsidiaries (as determined by Borrower in good faith); (vi) may enter into any transaction subject to Section 13.05; (vii) may enter into any transactions 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 Aircraft Assets; and (x) may incur any Indebtedness permitted pursuant to Section 10.01(w)grouping arrangements.

Transactions with Affiliates. Neither Borrower nor any of its Restricted Subsidiaries shall enter Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of Property, the rendering transaction of any service or the payment of any management, advisory or similar fees, kind with any Affiliate of any Loan Party (other than Borrower 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 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 no less favorable to Borrower or such Restricted Subsidiary, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate (such arms’ length standard being deemed to have been satisfied if such transaction is approved by a majority of the Disinterested Directors of Borrowercombination thereof); provided, however, that notwithstanding the foregoing, Borrower and its Restricted Subsidiaries (i) may enter into indemnification and employment agreements and arrangements with directors, officers and employees (including for the provision 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), subscription agreements whether or similar agreement pertaining to the repurchase of 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) may make Investments and Restricted Payments permitted hereunder, (iii) from and after the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, may enter into transactions with Unaffiliated Joint Ventures and Wholly Owned Subsidiaries of Unaffiliated Joint Ventures, in each case, relating to the provision of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as not in the ordinary course of business, except (i) transactions on fair and reasonable terms substantially as favorable to such Loan Party or such Subsidiary as would be obtainable by such Loan Party or such Subsidiary at the purchase time in a comparable arm’s-length transaction with a Person other than an Affiliate, (ii) payments of compensation, perquisites and fringe benefits arising out of any employment or sale consulting relationship in the ordinary course of goodsbusiness, equipment, products, parts and services(iii) making Restricted Payments permitted by this Agreement, (iv) may enter into agreements and payments (whether in cash, securities or other arrangements providing for property) by any non-Wholly-Owned Subsidiary of the payment Borrower, including any sinking fund or similar deposit, on account of Management Fees and IP Licensing Fees; (v) may issuethe purchase, sell redemption, retirement, acquisition, cancellation or transfer termination of any Equity Interests of Borrower to any parent entitysuch Subsidiary, including in connection with capital contributions by such parent entity to Borrower or any Subsidiary; (vi) may enter into transactions undertaken for the purpose of improving the consolidated tax efficiency on account of any parent entity return of Borrowercapital to such Subsidiary’s stockholders, Borrower and/or partners or members (or the Subsidiaries equivalent Person thereof), in any such case, made to holders of Equity Interests in such Subsidiary (provided that x) to the extent required pursuant to such transactions, taken as a whole, are not materially adverse to Borrower and the Subsidiaries Subsidiary’s Organization Documents or (as determined by Borrower in good faith); (viy) may enter into any transaction subject to Section 13.05; (vii) may enter into any transactions 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 amendmentpayment would have been permitted by Section 7.06 had it constituted a Restricted Payment, replacement (v) other transactions expressly permitted by this Agreement, (vi) transactions with Affiliates that are Disclosed Matters (together with any amendments, restatements, extensions, replacements or arrangement is other modifications thereto that are not adverse to the interests of the Lenders when taken in their capacities as a whole such), (vii) transactions in any material respect (as determined by Borrower in good faith); 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) may pay Allocable Overhead to Wynn Resorts in respect transactions between a Loan Party or Subsidiary and any “taxable REIT subsidiary” (within the meaning of each Qualifying Project Section 856(l) 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 useCode) of any Aircraft Assets; and (x) may incur any Indebtedness permitted pursuant to Section 10.01(w)Loan Party or Subsidiary.

Transactions with Affiliates. Neither The Borrower shall not, nor shall the Borrower permit any of its the Restricted Subsidiaries shall to, directly or indirectly, enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of Property, the rendering transaction of any service or the payment of any management, advisory or similar fees, kind with any Affiliate (other than 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 no less favorable to Borrower or such Restricted Subsidiary, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate (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, however, that notwithstanding the foregoing, Borrower and its Restricted Subsidiaries (i) may enter into indemnification and employment agreements and arrangements with directors, officers and employees (including for the provision of securities, whether 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), subscription agreements or similar agreement pertaining to the repurchase of 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) may make Investments and Restricted Payments permitted hereunder, (iii) from and after the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, may enter into transactions with Unaffiliated Joint Ventures and Wholly Owned Subsidiaries of Unaffiliated Joint Ventures, in each case, relating to the provision of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as not in the ordinary course of business, other than (a) loans and other transactions among the purchase Borrower and its Restricted Subsidiaries or sale any entity that becomes a Restricted Subsidiary as a result of goods, equipment, products, parts and servicessuch loan or other transaction to the extent permitted under this Article VII, (ivb) may enter into agreements on 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, (c) the Transactions and other arrangements providing for the payment of Management Fees and IP Licensing Fees; (v) may issue, sell Transaction Expenses as part of or transfer Equity Interests of Borrower to any parent entity, including in connection with capital contributions by such parent entity 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 the Investor Management Agreement and related indemnities and reasonable expenses, (e) Restricted Payments permitted under Section 7.06 and Investments permitted under Section 7.02, (f) 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 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 Subsidiary; (vidirect or indirect parent of the Borrower) may enter into transactions undertaken for in the purpose ordinary course of improving business to the consolidated tax efficiency extent attributable to the ownership or operation 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 its Restricted Subsidiaries, (h) transactions pursuant to agreements in existence on the Subsidiaries (as determined by Borrower in good faith); (vi) may enter into any transaction subject to Section 13.05; (vii) may enter into any transactions described in the Tax Indemnification Agreement or Closing Date and set forth on Schedule 10.07 7.08 or any amendment thereto or replacement thereof or similar arrangement to the extent such amendment, replacement or arrangement an amendment is not adverse to the Lenders when taken as a whole 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 (as determined including in connection with acquisitions or divestitures), which payments are approved by Borrower 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); , (viiij) may pay Allocable Overhead payments by the Borrower or any of its Subsidiaries pursuant to Wynn Resorts in respect any tax sharing agreements with any direct or indirect parent of each Qualifying Project the Borrower to the extent attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries; , but only to the extent permitted by Section 7.06(i)(iii), (ixk) from and after the Xxxx Las Vegas Reorganization, the issuance or transfer or sale or of Equity Interests (other disposition (including leasing or making available for usethan Disqualified Equity Interests) of Holdings to any Aircraft Assets; and Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (xor any Affiliate of any of the foregoing) may incur of the Borrower, any Indebtedness permitted pursuant to Section 10.01(w)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 owning an equity interest or otherwise controlling such joint venture or similar entity.

Transactions with Affiliates. Neither The Borrower will not, nor will it permit any of its Restricted Subsidiaries shall Subsidiary to, enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of Property, Property or the rendering of any service or the payment of any management, advisory or similar feesservice, with any Affiliate (other than Borrower or any Restricted Subsidiaryone of the other Credit Parties) involving aggregate consideration in excess of $20.0 million unless such transaction (a) is required under this Agreement, or (b) is transactions are upon fair and reasonable terms no less favorable to Borrower or such Restricted Subsidiary, as the case may be, it than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate (such arms’ length standard being deemed to have been satisfied if such transaction is approved by a majority of the Disinterested Directors of Borrower)Affiliate; provided, however, that notwithstanding the foregoing, Borrower and its Restricted Subsidiaries foregoing provisions of this Section 9.12 shall not apply to: (i) may enter 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 indemnification and employment agreements and arrangements by the Borrower, any Credit Party or any Subsidiary in the ordinary course of its business with directorsits or for the benefit of its employees, officers and employees (including for the provision 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), subscription agreements or similar agreement pertaining to the repurchase of 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) may make Investments fees and Restricted Payments permitted hereundercompensation to, and indemnity provided on behalf of, officers, directors, and employees of the Borrower, any Credit Party or any Subsidiary in their capacity as such, to the extent such fees and compensation are customary, (iii) from and after the earlier consummation of the Xxxx Las Vegas Reorganization Transactions, (iv) equity issuances, repurchases, retirements, redemptions, Restricted Payments or other acquisitions or retirements of Equity Interests by the Borrower or any dividends and the Wynn Massachusetts Project Opening Date, may enter into transactions with Unaffiliated Joint Ventures and Wholly Owned Subsidiaries of Unaffiliated Joint Venturesdistributions, in each case, relating to the provision of management servicespermitted by Section 9.04, overhead, sharing of customer lists and customer loyalty programs and, so long as in the ordinary course of 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 issueloans, sell advances, Investments and other transactions between or transfer Equity Interests among the Borrower, any Subsidiary or any joint venture (regardless of Borrower to any parent the form of legal entity, including ) in connection with capital contributions by such parent entity to 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) may enter the entry into transactions undertaken for and performance under management, transition and other service and commercial agreements by and between the purpose of 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 the Subsidiaries (as determined by Borrower in good faith); (vi) may enter into any transaction subject to Section 13.05; (vii) may enter into any transactions described in the Tax Indemnification Agreement or on Schedule 10.07 Credit Party or any amendment thereto Restricted Subsidiary and any Unrestricted Subsidiary or replacement thereof or similar arrangement to the extent such amendment, replacement or arrangement any Person that is not adverse to the Lenders when taken as a whole Restricted Subsidiary in which 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 Credit Party or 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 Aircraft Assets; and (x) may incur any Indebtedness permitted pursuant to Section 10.01(w)Subsidiary owns Equity Interests.

Transactions with Affiliates. Neither Borrower nor any of its Restricted Subsidiaries shall enter Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of Property, the rendering transaction of any service or the payment of any management, advisory or similar fees, kind with any Affiliate of the Borrower (including any Unrestricted Subsidiary and any Sisterco), whether or not in the ordinary course of business, other than 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 on fair and reasonable terms no not substantially less favorable to Borrower or the applicable Loan Party as would be obtainable by such Restricted Subsidiary, as Loan Party at the case may be, than it would obtain time in a comparable arm’s length transaction with a Person other than an Affiliate; provided that is the foregoing restriction shall not an Affiliate apply to: (such arms’ length standard being deemed a) reasonable fees and compensation paid to and indemnities provided for or on behalf of all officers, directors, employees or consultants of the Loan Parties as determined in good faith by the Borrower’s board of directors or senior management, (b) Restricted Payments made in accordance with Section 8.02(g) or issuances of equity, distributions or dividends by Holdings, (c) Investments in Unrestricted Subsidiaries and related transactions otherwise permitted under the terms of this Agreement, (d) transactions between the Borrower Group Parties, (e) transactions described on Schedule 8.02(t), (f) acquisitions by the Loan Parties of Drop-Down Assets in the manner contemplated by the definition thereof and the contribution thereof to one or more Sistercos or Unrestricted Subsidiaries, (g) Permitted Acquisitions by Borrower Group Parties that have been satisfied if such transaction is approved consented to by a majority the conflicts committee of the Disinterested Directors of Borrower); providedMLP General Partner, however(h) the Management Services Agreement, that notwithstanding the foregoing, Borrower and its Restricted Subsidiaries (i) may enter into indemnification and employment agreements and arrangements with directors, officers and employees (including for the provision 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), subscription agreements or similar agreement pertaining to the repurchase of 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 theretoSubordinated Debt provided by Holdings, (iij) may make Investments guarantees of and Restricted Payments permitted hereunder, (iii) from and after the earlier pledges of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, may enter into transactions with Unaffiliated Joint Ventures and Wholly Owned Subsidiaries of Unaffiliated Joint Ventures, in each case, relating to the provision of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as in the ordinary course of 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 equity in connection with capital contributions by such parent entity to Borrower or any Subsidiary; Non-Recourse Debt otherwise permitted under this Agreement and (vik) may enter into transactions undertaken for the purpose of 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 Permitted MLP Contribution and the Subsidiaries (as determined by Borrower in good faith); (vi) may enter into any transaction subject to Section 13.05; (vii) may enter into any transactions 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 Aircraft Assets; and (x) may incur any Indebtedness permitted pursuant to Section 10.01(w)Qualified MLP IPO.

Transactions with Affiliates. Neither Borrower nor any of its Restricted Subsidiaries shall enter Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of Property, the rendering transaction of any service or the payment of any management, advisory or similar fees, kind with any Affiliate (of the Borrower, whether or not in the ordinary course of business, other than Borrower or any Restricted Subsidiary) involving aggregate consideration in excess of $20.0 million unless such transaction (a) is required under this Agreementtransactions among Loan Parties and their Restricted Subsidiaries (or any entity that becomes a Restricted Subsidiary as a result of such transaction), or (b) is upon on fair and reasonable terms no less substantially as favorable to the Borrower or such Restricted Subsidiary, Subsidiary as would be obtainable by the case may be, than it would obtain Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person that is not other than an Affiliate Affiliate, (such arms’ length standard being deemed c) any transaction among a Securitization Subsidiary and a Foreign Subsidiary effected as part of a Permitted Receivables Financing, (d) customary fees and indemnities may be paid to have been satisfied if such transaction is approved by a majority any directors, officers, employees or managers of the Disinterested Directors of Borrower); provided, however, that notwithstanding the foregoing, Borrower and its the Restricted Subsidiaries and reasonable out-of-pocket costs of such Persons may be reimbursed, (ie) may enter into indemnification employment, compensation, bonus, incentive, retention and employment agreements severance arrangements and health, disability and similar insurance or benefit plans or other benefit arrangements with between the Borrower or any Subsidiary thereof and their respective directors, officers and officers, employees or managers (including for the provision of securities, management and employee benefit plans 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), subscription agreements or similar agreement agreements pertaining to the repurchase of Equity Interests pursuant to put/call rights or similar rights with current or former employees, officers, directors, officers managers, consultants or independent contractors and employees 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 employee compensation, benefit plan or arrangement, any health, disability or similar insurance plan which covers employees and, in each case any reasonable transactions pursuant theretoRestricted Subsidiary, (iif) may make Investments and Restricted Payments permitted hereunderunder Section 7.06 (other than Section 7.06(d)), (iiig) from Investments permitted under Section 7.02, (h) transactions pursuant to agreements in existence on the Closing Date and after set forth on Schedule 7.08 or any amendment to any such agreement to the earlier extent such an amendment is not materially adverse, taken as a whole, to the Lenders in any material respect, (i) transactions between the Borrower or any of the Xxxx Las Vegas Reorganization 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 transactions by the Borrower and the Wynn Massachusetts Project Opening DateRestricted 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 enter into be, delivers to the Administrative Agent a letter from an accounting, appraisal, investment banking firm or consultant of nationally recognized standing that is, in the good faith judgment of the Borrower, qualified to perform the task for which it has been engaged and that is independent of 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 Unaffiliated Joint Ventures wholly owned Subsidiaries for the purchase or sale of goods, products, parts and Wholly Owned Subsidiaries of Unaffiliated Joint Ventures, in each case, relating to the provision of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as services entered into in the ordinary course of business, (m) transactions with joint ventures for the purchase or sale of goods, equipment, products, parts equipment and servicesservices entered into in the ordinary course of business, (ivn) may enter into agreements and other arrangements providing for the payment of Management Fees and IP Licensing Fees; (v) may issue, sell Investments by Affiliates in Indebtedness or transfer preferred Equity Interests of Borrower to any parent entity, including in connection with capital contributions by such parent entity to the Borrower or any Subsidiary; of its Subsidiaries (vi) may enter into transactions undertaken for the purpose of improving the consolidated tax efficiency and/or such Affiliate’s exercise of any parent entity 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 BorrowerIndebtedness or preferred Equity Interests of the Borrower or any of its Subsidiaries, Borrower and/or 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 (o) any other transaction with an Affiliate, which is approved by a majority of disinterested members of the Subsidiaries board of directors (provided that such transactions, taken as a whole, are not materially adverse to Borrower and or equivalent governing body) of the Subsidiaries (as determined by Borrower in good faith); (vi) may enter into any transaction subject to Section 13.05; (vii) may enter into any transactions 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 Aircraft Assets; and (x) may incur any Indebtedness permitted pursuant to Section 10.01(w).

Transactions with Affiliates. Neither Except for transactions between or among the Borrower nor 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 Restricted Subsidiaries shall enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of Property, the rendering of any service or the payment of any management, advisory or similar feesAffiliates, with any Affiliate (other than Borrower or any Restricted Subsidiary) involving aggregate consideration a fair market value in excess of $20.0 million unless such transaction 3,000,000, except that (a) is required under this Agreement, the Borrower or (b) is upon fair any other Restricted Subsidiary may engage in any of the foregoing transactions in the ordinary course of business at prices and reasonable on terms no and conditions not less favorable to such Borrower or such Restricted SubsidiarySubsidiary than could be obtained on an arm’s-length basis from unrelated third parties, as (b) [intentionally omitted], (c) the case Borrower or any other Restricted Subsidiary may beengage in transactions pursuant to agreements in existence on the Closing Date and set forth on Schedule 6.07 or any amendment, than it would obtain in a comparable arm’s length transaction with a Person that supplement or other modification thereto to the extent such amendment, supplement or modification is not an Affiliate adverse to the Lenders in any material respect, (such arms’ length standard being deemed to have been satisfied if such transaction is approved by a majority of d) the Disinterested Directors of Borrower); provided, however, that notwithstanding the foregoing, Borrower and its the other Restricted Subsidiaries may consummate the Transactions including the payment of Transaction Costs, (ie) the Borrower or any other Restricted Subsidiary may enter into indemnification any transactions with Affiliated Lenders contemplated hereunder and employment agreements and arrangements in accordance with directors, officers and employees (including for the provision of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding terms of, employment arrangementsand in the manner provided by, equity purchase agreementsthis Agreement, stock options (f) the Borrower or any other Restricted Subsidiary may make (x) Restricted Payments expressly permitted by Section 6.06 and stock ownership plans)(y) Investments expressly permitted by Section 6.04, subscription agreements (g) the Borrower or similar agreement pertaining any other Restricted Subsidiary may pay to the repurchase of Equity Interests pursuant to put/call rights or similar rights with directors, officers and their respective 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) may make Investments and Restricted Payments permitted hereunder, (iii) from and after the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, may enter into transactions with Unaffiliated Joint Ventures and Wholly Owned Subsidiaries of Unaffiliated Joint Ventures, in each case, relating to the provision of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as officers compensation in the ordinary course of business, (h) the purchase Borrower or sale any other Restricted Subsidiary may pay fees to their respective directors in the ordinary course of goods, equipment, products, parts and servicesbusiness, (ivi) the Borrower and its Subsidiaries may enter into agreements and other arrangements providing for the payment of Management Fees and IP Licensing Fees; (v) may issue, sell undertake or transfer Equity Interests of Borrower consummate or otherwise be subject to any parent entity, including IPO Reorganization Transactions and (j) the Borrower or any other Restricted Subsidiary may make payments in connection with capital contributions by such parent entity to Borrower or any Subsidiary; (vi) may enter into transactions undertaken for the purpose indemnification of improving the consolidated tax efficiency of any parent entity of Borrowertheir respective employees, Borrower and/or the Subsidiaries (provided that such transactions, taken as a whole, are not materially adverse to Borrower officers and the Subsidiaries (as determined by Borrower in good faith); (vi) may enter into any transaction subject to Section 13.05; (vii) may enter into any transactions 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 Aircraft Assets; and (x) may incur any Indebtedness permitted pursuant to Section 10.01(w)directors.

Transactions with Affiliates. Neither Borrower nor any of its Restricted Subsidiaries shall enter Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of Property, the rendering transaction of any service or the payment of any management, advisory or similar fees, kind with any Affiliate of the Borrower (other than Borrower an “Affiliate Transaction”), whether or any Restricted Subsidiary) not in the ordinary course of business, involving aggregate consideration in excess of $20.0 million unless such transaction 10,000,000 other than (a) is required under this Agreementtransactions among Loan Parties and their Restricted Subsidiaries (or any entity that becomes a Restricted Subsidiary as a result of such transaction), or (b) is upon on fair and reasonable terms no less substantially as favorable to the Borrower or such Restricted Subsidiary, Subsidiary as would be obtainable by the case may be, than it would obtain Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person that is not other than an Affiliate Affiliate, (such arms’ length standard being deemed to have been satisfied if such transaction is approved by a majority c) the Transactions and the payment of fees and expenses in connection with the consummation of the Disinterested Directors Transactions, (d) [Reserved], (e) customary fees and indemnities may be paid to any directors of Borrower); providedthe Borrower and the Restricted Subsidiaries (and, however, that notwithstanding to the foregoing, extent attributable to the operations or ownership of the Borrower and its Restricted Subsidiaries Subsidiaries, to directors of any Parent Holding Company) and reasonable out-of-pocket costs of such Persons may be reimbursed, (if) may enter into indemnification employment, compensation, bonus, incentive, retention and employment agreements severance arrangements and health, disability and similar insurance or benefit plans or other benefit arrangements with between the Borrower, any Parent Holding Company or any Restricted Subsidiary thereof and their respective directors, officers and employees officers, employees, managers, consultants or independent contractors (including for the provision of securities, management and employee benefit plans 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), subscription agreements or similar agreement agreements pertaining to the repurchase of Equity Interests pursuant to put/call rights or similar rights with current or former employees, officers, directors, officers managers, consultants or independent contractors and employees 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 employee compensation, benefit plan Parent Holding Company or arrangement, the Borrower or any health, disability or similar insurance plan which covers employees and, in each case any reasonable transactions pursuant theretoRestricted Subsidiary, (iig) may make Investments and Restricted Payments permitted hereunderunder Section 7.06 (other than Section 7.06(d)), (iiih) 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 set forth on Schedule 7.08 or any amendment to any such agreement to the extent such an amendment is not materially adverse, taken as a whole, to the Lenders in any material respect, (k) transactions between a Borrower Party and any Person that is an Affiliate solely due to the fact that a director of such Person is also a director of any Borrower Party or any Parent Holding Company; provided, 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 after any Related License Corporation consistent with customary industry practices as determined by the earlier Borrower in good faith, made in the ordinary course of business or made pursuant to a Related License Corporation Management Agreement, (m) any issuance of Equity Interests, or other payments, awards or grants in cash, securities, Equity Interests or otherwise pursuant to, or the Xxxx Las Vegas Reorganization funding of, employment arrangements, stock options and stock ownership plans approved by the Wynn Massachusetts Project Opening DateBoard of Directors of any direct Parent Holding Company or the Borrower, as the case may enter into be, (n) transactions with Unaffiliated Joint Ventures wholly owned Subsidiaries for the purchase or sale of goods, products, parts and Wholly Owned Subsidiaries of Unaffiliated Joint Ventures, in each case, relating to the provision of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as services entered into in the ordinary course of business, (o) transactions with joint ventures for the purchase or sale of goods, equipment, products, parts equipment and servicesservices entered into in the ordinary course of business, (ivp) may enter into agreements and other arrangements providing for the payment of Management Fees and IP Licensing Fees; (v) may issue, sell Investments by Affiliates in Indebtedness or transfer preferred Equity Interests of the Borrower or any 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 parent entityof its Subsidiaries, including 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 agreements entered into in connection with capital contributions by such parent entity to Borrower or any Subsidiary; (vi) may enter into transactions undertaken for the purpose of 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 the Subsidiaries (as determined by Borrower in good faith); (vi) may enter into any transaction subject to Section 13.05; (vii) may enter into any transactions 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 Aircraft Assets; and (x) may incur any Indebtedness permitted pursuant to Section 10.01(w7.02(j)(iv) or Section 7.06(n)(i) or (ii). 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) if (x) such Affiliate Transaction is approved by a majority of Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction.

Transactions with Affiliates. Neither Borrower nor any of its Restricted Subsidiaries shall enter Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of Property, the rendering transaction of any service or the payment of any management, advisory or similar fees, kind with any Affiliate (of the Borrower, whether or not in the ordinary course of business, other than 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 on fair and reasonable terms no less substantially as favorable to the Borrower or such Restricted Subsidiary, Subsidiary as would be obtainable by the case may be, than it would obtain Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, provided that is the foregoing restriction shall not an Affiliate (such arms’ length standard being deemed apply to have been satisfied if such transaction is approved by a majority of the Disinterested Directors of Borrower); provided, however, that notwithstanding the foregoing, Borrower and its Restricted Subsidiaries transactions as follows: (i) may enter into indemnification and employment agreements and arrangements with directors, officers and employees (including for transactions between or among the provision 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), subscription agreements or similar agreement pertaining to the repurchase of Equity Interests pursuant to put/call rights or similar rights with directors, officers and employees Borrower and any employee compensation, benefit plan Guarantor or arrangement, between and among any health, disability or similar insurance plan which covers employees and, in each case any reasonable transactions pursuant thereto, Guarantors; (ii) may make Investments and any Restricted Payments Payment permitted hereunder, by Section 7.06; (iii) from Investments permitted under Section 7.02(d); (iv) loans and after advances permitted under Section 7.02(c) and Guarantees permitted under Section 7.02(f); (v) the earlier 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 Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, may enter into transactions with Unaffiliated Joint Ventures and Wholly Owned Subsidiaries of Unaffiliated Joint Ventures, in each case, relating to the provision of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as Borrower or any Restricted Subsidiary in the ordinary course of businessits business with its employees, the purchase or sale of goods, equipment, products, parts officers 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 Subsidiarydirectors; (vi) may enter into transactions undertaken for the purpose of improving the consolidated tax efficiency performance of any parent entity of Borrower, Borrower and/or agreement set forth under Schedule 7.08 and as in effect on the Subsidiaries (date hereof or as otherwise in a form as provided that on such transactions, taken as a whole, are not materially adverse to Borrower and the Subsidiaries (as determined by Borrower in good faith); (vi) may enter into any transaction subject to Section 13.05Schedule; (vii) may enter into any transactions described in fees and compensation to, and indemnity provided on behalf of, officers, directors, and employees of the Tax Indemnification Agreement or on Schedule 10.07 Borrower or any amendment thereto or replacement thereof or similar arrangement Restricted Subsidiary in their capacity as such, 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); fees and compensation are customary and (viii) may pay Allocable Overhead to Wynn Resorts in respect transactions between or among Restricted Subsidiaries of each Qualifying Project of the 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 Aircraft Assets; and (x) may incur any Indebtedness permitted pursuant to Section 10.01(w)which are not Guarantors.

Transactions with Affiliates. Neither the Borrower nor any of its Restricted Subsidiaries shall Subsidiary will, directly or indirectly, enter into or permit to exist any transaction, including, without limitation, any transaction (including the purchase, sale, lease or exchange of Property, any property or the rendering of any service or the payment of any management, advisory or similar fees, service) with any Affiliate (other than of the Borrower or any such 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 Subsidiary on terms no that are less favorable to the Borrower or such Restricted Subsidiary, as the case may be, than it those that would obtain prevail in a comparable arm’s an arm’s-length transaction with a 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 is becomes a Restricted Subsidiary as a result of such transaction, not an Affiliate involving any other Affiliate, including any such transactions permitted under Section 6.6(v), (such arms’ length standard being deemed to have been satisfied if such transaction is approved by a majority b) the Transactions and the payment of fees and expenses in connection with the consummation of the Disinterested Directors Transactions, (c) any Restricted Junior Payment permitted under Section 6.4, (d) issuances by the Borrower of Borrower); providedEquity Interests (other than Disqualified Equity Interests) and receipt by the Borrower of capital contributions, however(e) employment, that notwithstanding compensation, bonus, incentive, retention and severance arrangements and health, disability and similar insurance or benefit plans or other benefit arrangements between the foregoingBorrower or any of the Restrictive Subsidiaries and their respective future, Borrower and its Restricted Subsidiaries (i) may enter into indemnification and employment agreements and arrangements with directorscurrent or former officers, officers directors and employees (including for the provision of securities, management and employee benefit plans 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), subscription agreements or similar agreement agreements pertaining to the repurchase of Equity Interests pursuant to put/call rights or similar rights with directorsfuture, officers current or former officers, directors and employees and any employee compensation, benefit plan stock option or arrangement, any health, disability or similar insurance plan which covers employees and, in each case any reasonable transactions pursuant thereto, (iiincentive plans and other compensation arrangements) may make Investments and Restricted Payments permitted hereunder, (iii) from and after the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, may enter into transactions with Unaffiliated Joint Ventures and Wholly Owned Subsidiaries of Unaffiliated Joint Ventures, in each case, relating to the provision of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as in the ordinary course of business, the purchase or sale of goods, equipment, products, parts and services, (ivf) may enter into agreements and other arrangements providing for the payment of Management Fees customary fees and IP Licensing Fees; (v) may issue, sell or transfer Equity Interests indemnities to and reimbursement of Borrower to any parent entity, including in connection with capital contributions by such parent entity to Borrower or any Subsidiary; (vi) may enter into transactions undertaken for the purpose of improving the consolidated tax efficiency out-of-pocket costs and expenses of any parent entity future, current or former officers, directors and employees of Borrower, Borrower and/or the Subsidiaries (provided that such transactions, taken as a whole, are not materially adverse to Borrower and the Restricted Subsidiaries (as determined by Borrower in good faith); (vi) may enter entered into any transaction subject to Section 13.05; (vii) may enter into any transactions described in the Tax Indemnification Agreement ordinary course of business, (g) loans and advances permitted under Section 6.6(i) or 6.6(j) and (h) the transactions set forth 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 Aircraft Assets; and (x) may incur any Indebtedness permitted pursuant to Section 10.01(w)6.10.

Transactions with Affiliates. Neither Borrower nor any of its Restricted Subsidiaries shall enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of Property, the rendering of any service or the payment of any management, advisory or similar fees, with any Affiliate (other than 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 no less favorable to Borrower or such Restricted Subsidiary, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate (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, however, that notwithstanding the foregoing, Borrower and its Restricted Subsidiaries Except for (i) may enter into indemnification and employment agreements and arrangements with directors, officers and employees (including for the provision of securities, transactions between 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), subscription agreements or similar agreement pertaining to the repurchase of 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 theretoamong Loan Parties, (ii) may make Investments permitted by Section 6.04, and Restricted Payments Indebtedness permitted hereunderby Section 6.01, and Liens permitted by Section 6.02, (iii) from Dispositions, mergers, consolidations and after the earlier dissolutions permitted by Section 6.05(i), (iv) Restricted Payments permitted by Section 6.06, (v) reimbursements of costs and expenses of the Xxxx Las Vegas Reorganization and Sponsor or its Affiliates or any indemnities provided to the Wynn Massachusetts Project Opening Date, may enter into transactions with Unaffiliated Joint Ventures and Wholly Owned Subsidiaries of Unaffiliated Joint VenturesSponsor or its Affiliates, in each case, relating pursuant to the provision Management Agreement or any other customary management or advisory arrangement (whether in writing, verbal or otherwise), (vi) director, officer and employee compensation (including bonuses) and other benefits (including retirement, health, stock option and other benefit plans) and indemnification arrangements and severance agreements, in each case approved by the Governing Body of management servicesHoldings, overheadany direct or indirect parent entity of Holdings or the applicable Subsidiary of Holdings, sharing (vii) transactions under the Loan Documents and the Related Documents, (viii) Dispositions of customer lists Qualified Capital Stock of Holdings to Affiliates of Borrower or Holdings not otherwise prohibited by the Loan Documents and customer loyalty programs andthe granting of registration and other customary rights in connection therewith, (ix) the Transactions, (x) the transactions with Velocity Technology Solutions, Inc. or its Affiliates that are approved by all disinterested directors (or the equivalent thereof) (excluding any independent director that may have an interest in the particular transaction) of the appropriate Governing Body of Holdings and (xi, (xi) transactions under the Xxxxxx Management Agreement and the Leesberg Management Agreement and (xii) the transactions set forth on Schedule 6.07, and any amendment or modification with respect to such transactions, and the performance of obligations thereunder, so long as in such amendment or modification is not materially adverse to the ordinary course interests of 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 issueLenders, sell or transfer Equity Interests any property or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transactions with, any of Borrower to any parent entityits Affiliates, including in connection with capital contributions by such parent entity to except that the Borrower or any SubsidiarySubsidiary may engage in any of the foregoing transactions at prices and on 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; (vi) may enter into transactions undertaken for the purpose of improving the consolidated tax efficiency of any parent entity of Borrower, Borrower and/or the Subsidiaries (provided that if such transactionsAffiliate transaction both (1) does not meet one of the exceptions in clauses (i) through (xixii) above and (2) involves aggregate payments or value in excess of $1,000,000, taken as a whole, are not materially adverse to the Borrower and shall either obtain written approval for such Affiliate transaction from (y) all of the Subsidiaries disinterested directors (as determined by Borrower in good faith); or the equivalent thereof) (vi) excluding any independent director that may enter into any transaction subject to Section 13.05; (vii) may enter into any transactions described have an interest 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 useparticular transaction) of any Aircraft Assets; and the appropriate Governing Body of the Borrower or such Subsidiary, as applicable or (xz) may incur any Indebtedness permitted pursuant to Section 10.01(w)the Administrative Agent.

Transactions with Affiliates. Neither Borrower nor 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 with, any of its Restricted Subsidiaries shall enter into any transactionAffiliates, including, without limitation, any purchase, sale, lease or exchange of Property, except that (a) the rendering of any service or the payment of any management, advisory or similar fees, with any Affiliate (other than Borrower Borrowers or any Restricted Subsidiary) involving aggregate consideration Subsidiary may engage in excess any of $20.0 million unless the foregoing transactions at prices and on terms and conditions taken as a whole not materially less favorable to the Borrowers or such transaction (a) is required under this AgreementRestricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, or (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 upon fair not materially more disadvantageous to the Administrative Agent and reasonable terms no less favorable to Borrower or such Restricted Subsidiarythe Lenders, taken as the case may bea whole, than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate the original agreement, (such arms’ length standard being deemed to have been satisfied if such transaction is approved c) the Borrowers or any Restricted Subsidiary may declare or make Restricted Payments permitted by a majority of the Disinterested Directors of Borrower); provided, however, that notwithstanding the foregoing, Borrower Section 6.06(a) and its Restricted Subsidiaries (i) may enter into indemnification and employment agreements and arrangements with directors, officers and employees (including for the provision 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), subscription agreements or similar agreement pertaining to the repurchase of 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 related thereto, (iid) the Borrowers and the Subsidiary Guarantors may make Investments and Restricted Payments in Foreign Subsidiaries permitted hereunderby Section 6.04, (iiie) from and after the earlier of the Xxxx Las Vegas Reorganization Borrowers and the Wynn Massachusetts Project Opening DateRestricted Subsidiaries may adopt, may 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 transactions with Unaffiliated Joint Ventures and Wholly Owned Subsidiaries of Unaffiliated Joint Ventures, in each case, relating to the provision of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as in the ordinary course of business, (f) the purchase Borrowers and the Restricted Subsidiaries may make loans or sale advances to directors, officers, employees and consultants of goodsHoldings, equipment, products, parts the Borrowers and servicesany Restricted Subsidiary otherwise permitted by Section 6.04(g) or Section 6.04(t), (ivg) Holdings may enter into agreements grant stock options or similar rights to directors, officers, employees and other arrangements providing for consultants of Holdings, the payment of Management Fees Borrowers and IP Licensing Fees; any Restricted Subsidiary and (vh) Holdings may issue, issue and sell or transfer Equity Interests of Borrower to any parent entity, including Affiliates and customary rights in connection with capital contributions by such parent entity to Borrower or any Subsidiary; (vi) may enter into transactions undertaken for the purpose of 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 the Subsidiaries (as determined by Borrower in good faith); (vi) may enter into any transaction subject to Section 13.05; (vii) may enter into any transactions 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 Aircraft Assets; and (x) may incur any Indebtedness permitted pursuant to Section 10.01(w)therewith.

Transactions with Affiliates. Neither Prior to the Acquisition Closing Date, the Borrower nor will not, and will not permit any 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 its Affiliates, with a fair market value in excess of the greater of $30,000,000 and 2.5% of Consolidated EBITDA except (a) transactions at prices and on terms and conditions (taken as a whole) not materially less favorable to the Parent or such Restricted Subsidiary than could reasonably be expected to be obtained on an arm’s-length basis from unrelated third parties (as determined in good faith by the Borrower); (b) transactions between or among the Parent and the Restricted Subsidiaries shall enter into (or any entity that becomes a Restricted Subsidiary as a result of such transaction) not involving any other Affiliate; (c) loans or advances to employees, includingofficers and directors permitted under Section 6.04; (d) payroll, without limitation, any purchase, sale, lease or exchange of Property, the rendering of any service or travel and similar advances to cover matters permitted under Section 6.04; (e) the payment of any management, advisory or similar fees, with any Affiliate (other than Borrower reasonable fees and reimbursement of out-of-pocket expenses to directors of the Parent or any Restricted Subsidiary; (f) involving aggregate consideration in excess of $20.0 million unless such transaction compensation (aincluding bonuses) is required under this Agreementand employee benefit arrangements paid to, indemnities provided for the benefit of, and employment and severance arrangements entered into with, directors, officers, managers, consultants or (b) is upon fair and reasonable terms no less favorable to Borrower or such Restricted Subsidiary, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate (such arms’ length standard being deemed to have been satisfied if such transaction is approved by a majority employees of the Disinterested Directors Parent or the Subsidiaries in the ordinary course of Borrower)business, including in connection with the Transactions and any other transaction permitted hereunder; provided, however, that notwithstanding the foregoing, Borrower and its Restricted Subsidiaries (ig) may enter into indemnification and employment agreements and arrangements with directors, officers and employees (including for the provision any issuances of securities, 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), subscription agreements ; (h) any payments to any Equity Investor or similar agreement pertaining 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 repurchase 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 disinterested members of the board of directors of the Parent in good faith; (j) any Restricted Payment and payments on Indebtedness not prohibited by Section 6.08; (k) [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 put/call rights or similar rights the Transition Services Agreement; (o) the existence and performance of agreements and transactions with directors, officers 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 employees and transactions entered into by an Unrestricted Subsidiary with an Affiliate prior to the redesignation of 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, such Unrestricted Subsidiary as a Restricted Subsidiary; (iip) may make Investments and Restricted Payments permitted hereunder, (iii) from and after the earlier Affiliate repurchases of the Xxxx Las Vegas Reorganization Loans or Commitments to the extent permitted hereunder and the Wynn Massachusetts Project Opening Dateholding 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 enter into transactions be amended, modified, supplemented, extended, renewed or refinanced from time to time in accordance with Unaffiliated Joint Ventures and Wholly Owned Subsidiaries the other terms of Unaffiliated Joint Ventures, in each case, relating this covenant or to the provision 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 management servicesa Qualified Securitization Financing; (s) any Intercompany License Agreements; (t) payments to or from, overheadand transactions with, sharing joint ventures (to the extent any such joint venture is only an Affiliate as a result of customer lists Investments by the Parent and customer loyalty programs and, so long as the Restricted Subsidiaries in such joint venture) in the ordinary course of business; (u) transactions by the Parent and its Restricted Subsidiaries with customers, the purchase clients, joint venture partners, suppliers or sale purchasers or sellers of goods, equipment, products, parts and goods or services, (iv) may enter into agreements in each case in the ordinary course of business and other arrangements providing for otherwise in compliance with the payment terms of Management Fees this Agreement that are fair to the Parent and IP Licensing Feesthe 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) may issueany transaction between or among the Parent or any Restricted Subsidiary and any Affiliate 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, sell Joint Venture or transfer Equity Interests of Borrower similar entity; (w) loans and advances to any parent entity, including in connection with capital contributions by such parent entity to Borrower or any Subsidiary; (viParent Entity permitted under Section 6.4(ff) may enter into transactions undertaken for the purpose of 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 the Subsidiaries (as determined by Borrower in good faith); (vi) may enter into any transaction subject to Section 13.05; (vii) may enter into any transactions 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 Aircraft Assets; and (x) transactions in which the Parent or any Restricted Subsidiary, as the case may incur any Indebtedness permitted pursuant 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 (a) of this Section 10.01(w).6.09. 155

Transactions with Affiliates. Neither The Borrower nor will conduct, and cause each of the Restricted Subsidiaries to conduct, all transactions with any of its Restricted Subsidiaries shall enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of Property, the rendering of any service or the payment of any management, advisory or similar fees, with any Affiliate Affiliates (other than Holdings, the Borrower or any and the Restricted SubsidiarySubsidiaries) involving aggregate payments or consideration in any fiscal year in excess the greater of (x) $20.0 million unless such 35,000,000 and (y) 20% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) for any individual transaction (a) is required under this Agreement, or (b) is upon fair and reasonable series of related transactions on terms no less that are at least substantially as favorable to the Borrower or such Restricted Subsidiary, Subsidiary as the case may be, than it would obtain in a comparable arm’s arm’s-length transaction with a Person that is not an Affiliate (such arms’ length standard being deemed to have been satisfied if such transaction is approved Affiliate, as determined by a majority the board of directors of the Disinterested Directors Borrower or such Restricted Subsidiary in good faith; provided that the foregoing restrictions shall not apply to (a) [reserved], (b) transactions permitted by Section 10.5, (c) consummation of Borrower); providedthe Transactions, howeverthe Acquisition Transactions, that notwithstanding 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 its other transactions between or among Holdings, the Borrower, any Restricted Subsidiaries Subsidiary, any Parent Entity or any joint venture (iregardless of the form of legal entity) may enter into indemnification in which the Borrower or any Subsidiary has invested (and employment agreements and arrangements with directors, officers and employees (including which Subsidiary or joint venture would not be an Affiliate of the Borrower but for the provision Borrower’s or a Subsidiary’s ownership of securities, Capital Stock or other payments, awards Stock Equivalents in such joint venture or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, equity purchase agreements, stock options and stock ownership plansSubsidiary), subscription agreements or similar agreement pertaining to the repurchase of 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) may make Investments and Restricted Payments permitted hereunder, (iii) from and after the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, may enter into transactions with Unaffiliated Joint Ventures and Wholly Owned Subsidiaries of Unaffiliated Joint Ventures, in each case, relating to the provision of extent permitted under Section 10, (f) employment and severance arrangements between the Borrower and the Restricted Subsidiaries and their respective officers, employees or consultants (including management servicesand employee benefit plans or agreements, overhead, sharing of customer lists stock option plans and customer loyalty programs and, so long as other compensatory arrangements) in the ordinary course of business, the purchase or sale of goods, equipment, products, parts business (including loans and servicesadvances in connection therewith), (ivg) may enter into payments by the Borrower (and any direct or indirect parent thereof) and the Subsidiaries pursuant to the tax sharing agreements among the Borrower (and other arrangements providing any such parent) and the Subsidiaries that are permitted under Section 10.5(b)(15)(A) and (B); provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and its Subsidiaries would have been required to pay in respect of such foreign, federal, state and/or local taxes for such fiscal year had the Borrower and its Subsidiaries paid such taxes separately from any such direct or indirect parent company of the Borrower, (h) the payment of Management Fees customary fees and IP Licensing Fees; reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, employees of the Borrower (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 Subsidiary; (vidirect or indirect parent thereof) may enter into transactions undertaken for the purpose of improving the consolidated tax efficiency of any parent entity of Borrower, Borrower and/or and the Subsidiaries (provided that such transactions, taken as a whole, are not materially adverse in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries Subsidiaries, (i) transactions undertaken pursuant to membership in a purchasing consortium, (j) transactions pursuant to any agreement or arrangement as determined by Borrower in good faith); (vi) may enter into any transaction subject to Section 13.05; (vii) may enter into any transactions described in effect as of the Tax Indemnification Agreement or on Schedule 10.07 Closing Date, or any amendment thereto amendment, modification, supplement or replacement thereof or similar arrangement to the extent thereto (so long as any such amendment, modification, supplement or replacement or arrangement is not adverse disadvantageous in any material respect to the Lenders when taken as a whole as compared to the applicable agreement as in any material respect (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 the redesignation of any such Unrestricted Subsidiary as a Restricted Subsidiary; provided that such transaction was not entered into in contemplation of such designation or redesignation, as applicable, (viiim) may pay Allocable Overhead Affiliate repurchases of the Loans or Commitments to Wynn Resorts the extent permitted hereunder and the holding of such Loans or Commitments and the payments and other transactions contemplated herein in respect thereof, (n) any customary transactions with a Securitization Entity effected as part of 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 Aircraft Assets; a Permitted Securitization Financing and (xo) may incur any Indebtedness permitted pursuant customary indemnification or expense reimbursement payments to Section 10.01(w)the Permitted Holders.

Transactions with Affiliates. Neither Borrower No Loan Party will, nor will it permit any 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 its Restricted Subsidiaries shall enter into any transactionAffiliates, includingexcept (a) transactions that are on terms and conditions substantially as favorable to such Loan Party as would be obtainable by such Loan Party at the time in a comparable arm’s-length transaction from unrelated third parties that are not Affiliates, without limitation, any purchase, sale, lease (b) transactions between or exchange of Propertyamong Holdings, the rendering Company and any Subsidiary (other than an Unrestricted Subsidiary) not 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) any service investment permitted by Section 6.04, (d) any Indebtedness permitted under Section 6.01 or Lien permitted under Section 6.02, (e) any Restricted Payment or Restricted Debt Payment permitted by Section 6.08, (f) the payment of any management, advisory or similar fees, with any Affiliate reasonable fees and out-of-pocket costs to directors of Holdings (other than Borrower or any Restricted Subsidiary) involving aggregate consideration in excess of $20.0 million unless such transaction (a) is required under this Agreementdirect or indirect parent thereof), the Company or (b) is upon fair and reasonable terms no less favorable to Borrower or such Restricted any Subsidiary, as and compensation and employee benefit arrangements paid to, and indemnities provided for the case may bebenefit of, than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate (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, however, that notwithstanding the foregoing, Borrower and its Restricted Subsidiaries (i) may enter into indemnification and employment agreements and arrangements with directors, officers and or employees of Holdings (including for or any direct or indirect parent thereof), the provision Company or its Subsidiaries in the ordinary course of securitiesbusiness, (g) 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)plans approved by Holdings’ (or its direct or indirect parent company’s) or the Company’s board of directors, subscription agreements (h) the payment of (A) management or monitoring or similar agreement pertaining fees to the repurchase Sponsor and Sponsor termination fees and related indemnities and reasonable expenses, and (B) transaction advisory services fees with respect to transactions in respect of Equity Interests pursuant to put/call rights which the Sponsor provides any transaction, advisory or other 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 andservices, in each case any reasonable transactions pursuant theretoto, (ii) may make Investments and Restricted Payments permitted hereunderin accordance with, (iii) from and after the earlier Management Services Agreements as such agreements are in effect as of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Effective Date; provided that, may enter into transactions with Unaffiliated Joint Ventures and Wholly Owned Subsidiaries of Unaffiliated Joint Ventures, in each case, relating to the provision of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as other than in the ordinary course case of 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 indemnities and IP Licensing Fees; expenses, no Event of Default has occurred and is continuing or would result after giving effect to such payment (vand during the existence of any such Event of Default, such fees may accrue but may not be paid), (i) may issue, sell any contribution to the capital of Holdings (or transfer any direct or indirect parent company thereof) by the Sponsor or any Affiliate thereof or any purchase of Equity Interests of Borrower Holdings (or any direct or indirect parent company thereof) by the Sponsor or any Affiliate thereof, (j) the Transactions, (k) payments by Holdings (and any direct or indirect parent thereof), the Company and its Subsidiaries pursuant to the tax sharing agreements among Holdings (and any parent entity, including in connection with capital contributions by such parent entity to Borrower or any Subsidiary; (vi) may enter into transactions undertaken for thereof), the purpose of 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 Company and the Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Company and its Subsidiaries, (as determined by Borrower l) transactions pursuant to permitted agreements in good faith); (vi) may enter into any transaction subject to Section 13.05; (vii) may enter into any transactions described in existence on the Tax Indemnification Agreement or Effective Date and set forth on Schedule 10.07 6.09 or any amendment thereto or replacement thereof or similar arrangement to the extent such amendment, replacement or arrangement an amendment is not adverse to the Lenders when taken as a whole in any material respect and (as determined m) payments by Borrower 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); (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 Aircraft Assets; and (x) may incur any Indebtedness permitted pursuant to Section 10.01(w).

Transactions with Affiliates. Neither Borrower nor any of its Restricted Subsidiaries shall enter Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of Property, the rendering transaction of any service or the payment of any management, advisory or similar fees, kind with any Affiliate (of the Borrower, whether or not in the ordinary course of business, other than 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 on fair and reasonable terms no less substantially as favorable to the Borrower or such Restricted Subsidiary, Subsidiary as would be obtainable by the case may be, than it would obtain 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 is are not an Affiliate Loan Parties; (such arms’ length standard being deemed c) loans or advances to have been satisfied if such transaction is approved by a majority officers, directors and employees permitted under Section 8.7; (d) the payment of reasonable fees to directors of the Disinterested Directors Borrower or any Restricted Subsidiary who are not employees of Borrowerthe 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); provided, however, that notwithstanding the foregoing, Borrower and its Restricted Subsidiaries (e) (i) may enter into indemnification and employment agreements and arrangements with directors, officers and employees (including for the provision any issuances of securities, 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), subscription agreements or similar agreement pertaining to plans approved by the repurchase Borrower’s board of Equity Interests pursuant to put/call rights or similar rights with directors, officers directors 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) may make Investments and Restricted Payments permitted hereunderany repurchases of any issuances, awards or grants issued pursuant to clause (iii) from and after the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, may enter into transactions with Unaffiliated Joint Ventures and Wholly Owned Subsidiaries of Unaffiliated Joint Venturesi), in each case, relating to the provision of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as extent permitted by Section 8.6; (f) employment arrangements entered into in the ordinary course of business, business between 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; (vij) may enter into transactions undertaken for the purpose provision of improving the consolidated tax efficiency Cash Collateral permitted under Section 8.3(aa) and payments and distributions 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 the Subsidiaries (as determined by Borrower in good faith); (vi) may enter into any transaction subject to Section 13.05; (vii) may enter into any transactions 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 Aircraft Assets; amounts therefrom and (xk) may incur transactions contemplated by any Indebtedness permitted pursuant to Section 10.01(w)Permitted Foreign Receivables Facility documents.

Transactions with Affiliates. Neither Borrower nor The Borrowers will not, and will not permit any of its their Restricted Subsidiaries shall enter into any transactionto, including, without limitation, any purchase, salesell, lease or exchange 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 Propertytheir Affiliates, except (a) transactions, or a series of transactions, taken as a whole, that are 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) transactions between or among the rendering of General Partner, any service Borrower and any Restricted Subsidiary not involving any other Affiliates, (c) any Restricted Payment permitted by Section 7.3, (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 any management, advisory reasonable fees to members of the board of directors (or similar feesgoverning body) of the General Partner, with any Affiliate (other than Borrower or any Restricted Subsidiary) involving aggregate consideration in excess Subsidiary who are not employees of $20.0 million unless the General Partner, any such transaction (a) is required under this Agreement, or (b) is upon fair and reasonable terms no less favorable to Borrower or any such Restricted Subsidiary, as (g) compensation and employee benefit arrangements paid to, and indemnities provided for the case may bebenefit of, than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate (such arms’ length standard being deemed to have been satisfied if such transaction is approved by a majority directors, officers or employees of the Disinterested Directors of Borrower); providedGeneral Partner, however, that notwithstanding the foregoing, Borrower and or its Restricted Subsidiaries in the ordinary course of business, (ih) may enter into indemnification and employment agreements and arrangements with directors, officers and employees (including for the provision any issuances of securities, 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), subscription agreements plans approved by the board of directors (or similar agreement pertaining to governing body) of the repurchase of Equity Interests pursuant to put/call rights or similar rights with directors, officers and employees and any employee compensation, benefit plan or arrangementGeneral Partner, any health, disability or similar insurance plan which covers employees and, in each case any reasonable transactions pursuant thereto, (ii) may make Investments and Restricted Payments permitted hereunder, (iii) from and after the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, may enter into transactions with Unaffiliated Joint Ventures and Wholly Owned Subsidiaries of Unaffiliated Joint Ventures, in each case, relating to the provision of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as in the ordinary course of 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 Subsidiary; Restricted Subsidiary and (vii) may enter into transactions undertaken for that, in the purpose aggregate, involve consideration of improving less than $10,000,000 and are not otherwise material to the consolidated tax efficiency business of any parent entity of Borrower, Borrower and/or BPL and the Subsidiaries (provided that such transactionsRestricted Subsidiaries, taken as a whole, are not materially adverse to Borrower and the Subsidiaries (as determined by Borrower in good faith); (vi) may enter into any transaction subject to Section 13.05; (vii) may enter into any transactions 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 Aircraft Assets; and (x) may incur any Indebtedness permitted pursuant to Section 10.01(w).

Transactions with Affiliates. Neither Borrower nor Enter into, renew, extend or be a party to any of its Restricted Subsidiaries shall enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of Property, the rendering transaction of any service or the payment of any management, advisory or similar fees, kind with any Affiliate (of any Loan Party, whether or not in the ordinary course of business, other than 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 on fair and reasonable terms no less substantially as favorable to Borrower the Loan Parties or such Restricted Subsidiary, Americas Subsidiary as would be obtainable by the case may be, than it would obtain Loan Parties or such Americas Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, provided that is the foregoing restriction shall not an Affiliate apply to (a) a transaction between or among the Loan Parties not prohibited hereunder; (b) transactions not otherwise prohibited hereunder between or among the Parent or any Subsidiary or any entity that becomes a Subsidiary as a result of such arms’ length standard being deemed transaction; (c) equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests by the Parent permitted under Section 7.06; (d) the transactions occurring on the Closing Date and the payment of fees and expenses related thereto; (e) the issuance of Equity Interests to have been satisfied if such transaction is approved by a majority any officer, director, employee or consultant of the Disinterested Directors Parent or any of Borrower)its Subsidiaries; provided(f) transactions, howeverarrangements, that notwithstanding reimbursements and indemnities permitted between or among such parties under this Agreement; (g) the foregoingpayment of reasonable fees and out-of-pocket costs to directors, Borrower and its Restricted Subsidiaries (i) may enter into indemnification compensation and employment agreements employee benefit arrangements paid to, and arrangements with indemnities provided for the benefit of, directors, officers and or employees of the Parent or any of its Subsidiaries; (including for the provision h) any issuances of securities, 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)plans of the Parent or any of its Subsidiaries; (i) any transfers by or among any Affiliates to pay tax liabilities, subscription agreements or similar agreement pertaining to the repurchase of Equity Interests (j) transactions 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) may make Investments and Restricted Payments permitted hereunder, (iii) from and after the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, may enter into transactions with Unaffiliated Joint Ventures and Wholly Owned Subsidiaries of Unaffiliated Joint Ventures, in each case, relating to the provision of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as in the ordinary course of 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 Subsidiary; (vi) may enter into transactions undertaken for the purpose of 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 the Subsidiaries (as determined by Borrower in good faith); (vi) may enter into any transaction subject to Section 13.05; (vii) may enter into any transactions 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 Term Loan Documents (including leasing or making available for use) the issuance of warrants in connection therewith and any Aircraft Assets; and (x) may incur any Indebtedness permitted pursuant to Section 10.01(wPermitted Amendment/Refinancing thereof).

Transactions with Affiliates. Neither Borrower nor 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 Restricted Subsidiaries shall enter into any transactionAffiliates, including, without limitation, any purchase, sale, lease or exchange of Property, the rendering of any service or the payment of any management, advisory or similar fees, with any Affiliate except (other than Borrower a) that Holdings or any Restricted SubsidiarySubsidiary may (i) involving aggregate consideration engage in excess any of $20.0 million unless such transaction (a) is required under this Agreement, or (b) is the foregoing transactions upon fair and reasonable terms no less favorable to Borrower Holdings or such Restricted Subsidiary, as Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties and (ii) in the case may be, than it would obtain in of a comparable arm’s length transaction with a Person Restricted Subsidiary that is not a Loan Party, make an Investment in any Affiliate (such arms’ length standard being deemed that provides services to have been satisfied if such transaction is approved by a majority of the Disinterested Directors of Borrower); provided, however, that notwithstanding the foregoing, any Borrower and or its Restricted Subsidiaries Subsidiaries; provided that (ix) may enter into 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 best interests of Holdings and the Restricted Subsidiaries, (b) Restricted Payments permitted by Section 6.06(a), (c) the indemnification of, and employment agreements the payment of reasonable and arrangements with customary fees and indemnities to, directors, officers and employees of Holdings and the Restricted Subsidiaries in the ordinary course of business, (including for d) Investments permitted by clause (b), (d), (q) or (r) of Section 6.04 and transfers permitted under Section 6.05 of work-in-process and products in the provision ordinary course of business among Holdings and its Subsidiaries in connection with the digital development of Intellectual Property owned by the Loan Parties, (e) any employment agreement entered into by Holdings or any Restricted Subsidiary in the ordinary course of business, (f) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, equity purchase agreements, stock options and stock ownership plans), subscription agreements plans entered into by Holdings or similar agreement pertaining to the repurchase of 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) may make Investments and Restricted Payments permitted hereunder, (iii) from and after the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, may enter into transactions with Unaffiliated Joint Ventures and Wholly Owned Subsidiaries of Unaffiliated Joint Ventures, in each case, relating to the provision of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as Subsidiary in the ordinary course of business, business and approved by the purchase board of directors of Holdings or sale of goods, equipment, products, parts and servicesHMHP, (ivg) 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 agreements and thereafter, (h) the transactions contemplated by the Approved Plan of Reorganization, (i) payments by Holdings, any Borrower or any Restricted Subsidiary to an Affiliate for any financial advisory, financing, underwriting or placement services or in respect of 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 entityinvestment banking activities, including in connection with capital contributions acquisitions or divestitures, which payments are approved by a majority of the members of the board of directors of Holdings in good faith, (j) transactions with respect to which Holdings, the Borrowers or any Restricted 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 Affiliates in securities or Indebtedness of Holdings or any Restricted Subsidiary (and payment of reasonable out-of-pocket expenses incurred by such parent entity Investors or their Affiliates in connection therewith) so long as (i) the investment is being offered generally to Borrower other investors on the same or more favorable terms and (ii) the aggregate investment by Affiliates constitutes less than 50% of the proposed or outstanding issue amount of such class of securities or Indebtedness; (l) any transaction with an Affiliate in which the consideration paid by Holdings, the Borrowers or any Subsidiary; Restricted Subsidiary consists only of Equity Interests of Holdings or any direct or indirect parent company of Holdings, and (vim) may enter into transactions undertaken 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 improving the consolidated tax efficiency (i) reorganizing to facilitate an initial public offering of any securities of Holdings or a direct or indirect parent entity of BorrowerHoldings, Borrower and/or the Subsidiaries (provided that such transactions, taken as ii) forming or collapsing a whole, are not materially adverse to Borrower and the Subsidiaries holding company structure or (as determined by Borrower iii) reincorporating Holdings in good faith); (vi) may enter into any transaction subject to Section 13.05; (vii) may enter into any transactions 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 Aircraft Assets; and (x) may incur any Indebtedness permitted pursuant to Section 10.01(w)new jurisdiction.

Transactions with Affiliates. Neither The Borrower will not, nor will it permit any of its Restricted Subsidiaries shall enter into any transactionto, including, without limitation, any purchase, salesell, lease or exchange 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 Property, the rendering of any service or the payment of any management, advisory or similar fees, its Affiliates with any Affiliate (other than Borrower or any Restricted Subsidiary) involving aggregate consideration an individual value in excess of $20.0 million unless such transaction 20,000,000, except (a) is required under this Agreement, or (b) is upon fair transactions that are at prices and reasonable on terms no and conditions not less favorable to the Borrower or such Restricted SubsidiarySubsidiary than could be obtained on an arm’s-length basis from unrelated third parties, as (b) transactions between or among the case may beBorrower and/or any Restricted Subsidiaries not involving any other Affiliate, than it would obtain in a comparable arm’s length transaction with a Person (c) transactions between or among any Restricted Subsidiaries that is are not an Affiliate Loan Parties not involving any other Affiliate, (such arms’ length standard being deemed 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 have been satisfied if such transaction is approved by a majority directors of the Disinterested Directors Borrower or of Borrower); provided, however, that notwithstanding the foregoing, Borrower and its Restricted Subsidiaries (i) may enter into indemnification who are not employees of the Borrower or any of its Restricted Subsidiaries, and employment agreements compensation and employee benefit arrangements with paid to, and indemnities provided for the benefit of, directors, officers and or employees of the Borrower or its Restricted Subsidiaries, in each case in the ordinary course of business, (including for the provision g) any issuances of securities, 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 options, equity incentive and stock ownership plans)plans approved by the Borrower’s or any of its Restricted Subsidiaries’ board of directors, subscription agreements (h) payments to or similar agreement pertaining from, and transactions with, joint ventures (to the repurchase extent any such joint venture is an Affiliate solely as a result of Equity Interests pursuant to put/call rights Investments by the Borrower 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, Restricted Subsidiary in each case any reasonable transactions pursuant thereto, (iisuch joint venture) may make Investments and Restricted Payments permitted hereunder, (iii) from and after the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, may enter into transactions with Unaffiliated Joint Ventures and Wholly Owned Subsidiaries of Unaffiliated Joint Ventures, in each case, relating to the provision of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as in the ordinary course of 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 Subsidiary; (vi) may enter into transactions undertaken for the purpose of 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 the Subsidiaries (as determined by Borrower in good faith); (vi) may enter into any transaction subject to Section 13.05; (vii) may enter into any transactions described in the Tax Indemnification Agreement or on Schedule 10.07 or any amendment thereto or replacement thereof or similar arrangement business to the extent such amendmentotherwise 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, replacement or arrangement is not adverse and (j) in existence on the Closing Date (and the Acquisition Effective Date 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 Aircraft Assets; and (x) may incur any Indebtedness permitted extent Schedule 6.08 is updated pursuant to Section 10.01(w)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 such Restricted Subsidiary, as applicable.

Transactions with Affiliates. Neither Borrower nor any of its Restricted Subsidiaries shall enter Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of Property, the rendering transaction of any service or the payment of any management, advisory or similar fees, kind with any Affiliate (other than 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 no less favorable to Borrower or such Restricted Subsidiary, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate (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, however, that notwithstanding the foregoing, Borrower and its Restricted Subsidiaries (i) may enter into indemnification and employment agreements and arrangements with directors, officers and employees (including for the provision of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, Holdings or the funding ofBorrowers, employment arrangements, equity purchase agreements, stock options and stock ownership plans), subscription agreements whether or similar agreement pertaining to the repurchase of 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) may make Investments and Restricted Payments permitted hereunder, (iii) from and after the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, may enter into transactions with Unaffiliated Joint Ventures and Wholly Owned Subsidiaries of Unaffiliated Joint Ventures, in each case, relating to the provision of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as not in the ordinary course of business, other than (a) transactions between or among the purchase Loan Parties or sale any entity that becomes a Loan Party as a result of goodssuch transaction or between or among Non-Loan Parties, equipment, products, parts and servicesincluding entities that become Restricted Subsidiaries as a result of such transaction, (ivb) may enter into agreements transactions on terms not materially less favorable to Holdings, such Borrower or such Restricted Subsidiary as would be obtainable by Holdings, such Borrower or such Restricted Subsidiary at the time in a comparable arm’s-length transaction with a Person other than an Affiliate, (c) the issuance of Equity Interests to any officer, director, employee or 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 any Permitted Holder or to any director, 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 7.06, (f) loans and other transactions by Holdings, the Borrowers and the Subsidiaries to the extent permitted under this Article VII, (g) employment and severance arrangements providing for between Holdings, the Borrowers and the Restricted Subsidiaries and their respective officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements, (h) payments by Holdings, the 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) the payment of Management Fees customary fees and IP Licensing Fees; reasonable out of 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 the extent attributable to the ownership or operation of Holdings, the Borrowers and the Restricted Subsidiaries, (vj) may issuetransactions pursuant to permitted agreements in existence on the 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, sell (k) dividends, redemptions, repurchases and other Restricted Payments permitted under Section 7.06, (l) customary payments by Holdings, the Borrowers and any Restricted Subsidiaries made for any financial advisory, financing, underwriting or transfer Equity Interests placement services or in respect of Borrower to any parent entity, other investment banking activities (including in connection with capital contributions acquisitions or divestitures), which payments are approved by such parent entity to 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 Subsidiary; of Holdings, the Borrowers or any of their respective Restricted Subsidiaries of its obligations under the terms of any stockholders agreement (viincluding 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 transactions undertaken for the purpose of improving the consolidated tax efficiency of any parent entity of Borrower, Borrower and/or the Subsidiaries (thereafter; provided that such transactionsthe existence of, taken as a wholeor the performance by Holdings, are not materially adverse to Borrower and the Subsidiaries (as determined by Borrower in good faith); (vi) may enter into any transaction subject to Section 13.05; (vii) may enter into any transactions described in the Tax Indemnification Agreement or on Schedule 10.07 Borrowers or any of their respective Restricted Subsidiaries of obligations under any future amendment thereto to any such existing agreement or replacement thereof or under any similar arrangement 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, replacement amendment or arrangement is new agreement are not adverse otherwise disadvantageous 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 Reorganizationwhole, the transfer or sale or other disposition (including leasing or making available for use) of any Aircraft Assets; and (xn) may incur any Indebtedness permitted pursuant to Section 10.01(w)the transactions comprising Permitted Receivables Financings.

Transactions with Affiliates. Neither Borrower nor any of its Restricted Subsidiaries shall enter Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of Property, the rendering transaction of any service or the payment of any management, advisory or similar fees, kind with any Affiliate (of the Borrower, whether or not in the ordinary course of business, other than 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 on fair and reasonable terms no less substantially as favorable to the Borrower or such Restricted Subsidiary, Subsidiary as would be obtainable by the case may be, than it would obtain Borrower or such 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 or between or among Group Members that is are not an Affiliate Loan Parties; (such arms’ length standard being deemed b) loans or advances to have been satisfied if such transaction is approved by a majority employees permitted under Section 8.7(d); (c) the payment of reasonable fees to directors of the Disinterested Directors Borrower or any Subsidiary who are not employees of Borrower)the Borrower or any 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 Subsidiary, each in the ordinary course of business; provided, however, that notwithstanding the foregoing, Borrower and its Restricted Subsidiaries (d) (i) may enter into indemnification and employment agreements and arrangements with directors, officers and employees (including for the provision any issuances of securities, 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), subscription agreements or similar agreement pertaining to plans approved by the repurchase Borrower’s board of Equity Interests pursuant to put/call rights or similar rights with directors, officers directors 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) may make Investments and Restricted Payments permitted hereunderany repurchases of any issuances, awards or grants issued pursuant to clause (iii) from and after the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, may enter into transactions with Unaffiliated Joint Ventures and Wholly Owned Subsidiaries of Unaffiliated Joint Venturesi), in each case, relating to the provision of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as extent permitted by Section 8.6; (e) employment arrangements entered into in the ordinary course of business, business between 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 SubsidiarySubsidiary and any employee thereof; (vif) may enter into transactions undertaken for the purpose of 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 the Subsidiaries (as determined Restricted Payment permitted by Borrower in good faith); (vi) may enter into any transaction subject to Section 13.05; (vii) may enter into any transactions 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 Aircraft Assets8.6; and (xg) may incur any Indebtedness permitted pursuant to Section 10.01(w)consummate the Actel Acquisition and the Zarlink Acquisition.

Transactions with Affiliates. Neither Borrower nor any of its Restricted Subsidiaries shall enter Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of Property, the rendering transaction of any service or the payment of any management, advisory or similar fees, kind with any Affiliate (other than 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 no less favorable to Borrower or such Restricted Subsidiary, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate (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, however, that notwithstanding the foregoing, Borrower and its Restricted Subsidiaries (i) may enter into indemnification and employment agreements and arrangements with directors, officers and employees (including for the provision of securities, whether 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), subscription agreements or similar agreement pertaining to the repurchase of 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) may make Investments and Restricted Payments permitted hereunder, (iii) from and after the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, may enter into transactions with Unaffiliated Joint Ventures and Wholly Owned Subsidiaries of Unaffiliated Joint Ventures, in each case, relating to the provision of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as not in the ordinary course of business, other than (a) transactions among the purchase Borrower and its Restricted Subsidiaries or sale any Person that becomes a Restricted Subsidiary as a result of goods, equipment, products, parts and servicessuch transaction, (ivb) may enter into agreements and on terms substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary in a comparable arm’s-length transaction with a Person other arrangements providing for than an Affiliate, (c) the Transactions, including the payment of Management Fees fees and IP Licensing Fees; (v) may issue, sell or transfer Equity Interests of Borrower to any parent entity, including expenses in connection with capital contributions the consummation of the Transactions, (d) Investments by such parent entity to Borrower or any Subsidiary; (vi) may enter into transactions undertaken for the purpose of 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 the Subsidiaries (as determined by Borrower in good faith); (vi) may enter into any transaction subject to Section 13.05; (vii) may enter into any transactions 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 amendmentpermitted by Xxxxxxx 0.00 (x), replacement (x), (x), (x), (x), (x), (x), (x), (x), (t), or arrangement is not adverse (v) and Restricted Payments by the Borrower and the Subsidiaries to the Lenders when taken as a whole in extent permitted by Section 7.06, (e) entering into employment and severance arrangements between Holdings or any material respect (direct or indirect parent thereof, the Borrower and its Restricted Subsidiaries and their respective officers and employees, as determined by Borrower in good faith); faith by the board of directors or senior management of the relevant Person, (viiif) may pay Allocable Overhead the payment of customary fees and reimbursement of reasonable out-of-pocket costs of, and customary indemnities provided to Wynn Resorts in respect or on behalf of, directors, officers and employees of each Qualifying Project 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, (ixg) from the payment of fees, expenses, indemnities or other payments pursuant to, and after the Xxxx Las Vegas Reorganizationtransactions pursuant to, the transfer permitted agreements in existence on the Closing Date and set forth in Section 7.08 of the Confidential Disclosure Letter or sale 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 disposition fees (including leasing or making available for usetermination fees to the extent funded with proceeds from a Permitted Equity Issuance) of pursuant to the Management Agreement (plus any Aircraft Assets; unpaid management, consulting, monitoring, advisory and other fees accrued in any prior year) and (x2) may incur any Indebtedness permitted 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 Subsidiaries so long as (A) the investment is being offered generally to other investors on the same or more favorable terms and (B) the investment constitutes less than 5% of the proposed or outstanding issue amount of such class of securities, (l) payments required by securities held by the 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 transactions with, Joint Ventures in the ordinary course of business, (n) payments by Holdings (and any direct or indirect parent thereof), the Borrower and its Restricted Subsidiaries pursuant to tax sharing agreements among Holdings (and any such parent thereof), the Borrower and its Restricted Subsidiaries that comply with Section 10.01(w7.06(e)(i), (o) transactions with customers, clients, suppliers, franchisees, joint venture partners or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement which are fair to the Borrower and its Restricted Subsidiaries, in the reasonable determination of the board of directors of the Company or the senior management thereof, or are on terms at least as favorable as would reasonably have been obtained at such time from an unaffiliated party, (p) transactions between or among Borrower, and/or one or more Subsidiaries and an Affiliated Organization to the extent otherwise permitted under this Article 7, (q) Refranchising Transactions in the ordinary course of business and (r) any contribution by Holdings to the capital of the Borrower.

Transactions with Affiliates. Neither Borrower nor 138 . Capri Holdings will not, and will not permit any of its Restricted Subsidiaries shall enter into any transactionto, including, without limitation, any purchase, salesell, lease or exchange 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 Propertyits Affiliates, the rendering of any service or the payment of any management, advisory or similar fees, with any Affiliate (other than Borrower or any Restricted Subsidiary) involving aggregate consideration in excess of $20.0 million unless such transaction except (a) is required under this Agreementat prices and on financial terms and conditions (in the aggregate, taking into account all of Capri Holdings’ and its Subsidiaries’ transactions 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 such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) is upon fair transactions between or among Capri Holdings and reasonable terms no less favorable to Borrower its Subsidiaries (or such Restricted Subsidiary, as the case may be, than it would obtain in a comparable arm’s length transaction with a any Person that is becomes a Subsidiary as a result of such transaction) not an Affiliate involving any other Affiliate, (such arms’ length standard being deemed to have been satisfied if such transaction is approved c) any Restricted Payment permitted by a majority of the Disinterested Directors of Borrower)Section 6.06; provided, however, that notwithstanding the foregoing, Borrower (d) any Investment permitted by Section 6.04; (e) fees and its Restricted Subsidiaries (i) may enter into indemnification and employment agreements and arrangements with directors, officers and employees compensation paid (including for through the provision 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), subscription agreements or similar agreement pertaining to the repurchase issuance of Equity Interests pursuant to put/call rights in Capri Holdings or similar rights with any direct or indirect parent thereof) and benefits provided to, and customary indemnity and reimbursement provided on behalf of, officers, directors, officers employees, agents or consultants of Capri Holdings or any of its Subsidiaries; (f) employment and employees and severance arrangements entered into by Capri Holdings or 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) may make Investments and Restricted Payments permitted hereunder, (iii) from and after the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, may enter into transactions with Unaffiliated Joint Ventures and Wholly Owned its Subsidiaries of Unaffiliated Joint Ventures, in each case, relating to the provision of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as in the ordinary course of business, the purchase or sale of goods, equipment, products, parts business 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 transactions pursuant to any parent entityemployee or director equity plan, including in connection with capital contributions by such parent entity to Borrower employee or director stock option plan or any Subsidiaryother employee or director benefit plan; (vi) may enter into transactions undertaken for the purpose of improving the consolidated tax efficiency of any parent entity of Borrower, Borrower and/or the Subsidiaries (provided that any payments made under such transactionsagreements or plans are made in compliance with this Agreement; and (g) any agreement, taken instrument or arrangement as a whole, are not materially adverse to Borrower in effect on the Effective Date and the Subsidiaries (as determined by Borrower in good faith); (vi) may enter into any transaction subject to Section 13.05; (vii) may enter into any transactions described in the Tax Indemnification Agreement or set forth on Schedule 10.07 6.06, and any amendment, supplement or other modification thereto, so long as any amendment thereto or replacement thereof or similar arrangement to the extent such amendment, replacement supplement or arrangement modification is not adverse to the Lenders when taken as a whole in any material respect (as determined by Borrower compared to the terms of the applicable agreement, instrument or arrangement as 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 effect on the Xxxx Las Vegas Reorganization, the transfer or sale or other disposition (including leasing or making available for use) of any Aircraft Assets; and (x) may incur any Indebtedness permitted pursuant to Section 10.01(w)Effective Date.

Transactions with Affiliates. (a) Neither Holdings nor the Borrower will, nor will they permit any 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 its Affiliates, except (i) transactions that are at prices and on 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, (ii) transactions between or among the Loan Parties not involving any other Affiliate, (iii) advances, equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests and other Restricted Payments permitted under Section 6.08 and investments, loans and advances to Subsidiaries shall enter into permitted under Section 6.04 and any transactionother 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 (to the extent such transaction is not required to be for fair value thereunder), including(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, without limitation, any purchase, sale, lease or exchange of Property, the rendering of any service or (v) the payment of any managementreasonable fees to directors of Holdings, advisory or similar fees, with any Affiliate (other than the Borrower or any Restricted Subsidiary) involving aggregate consideration in excess Subsidiary who are not employees of $20.0 million unless such transaction (a) is required under this AgreementHoldings, or (b) is upon fair and reasonable terms no less favorable to the Borrower or such Restricted any Subsidiary, as and compensation and employee benefit arrangements paid to, and indemnities provided for the case may bebenefit of, than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate (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, however, that notwithstanding the foregoing, Borrower and its Restricted Subsidiaries (i) may enter into indemnification and employment agreements and arrangements with directors, officers and officers, consultants or employees of Holdings, the Borrower or the Subsidiaries in the ordinary course of business, (including for the provision vi) any issuances of securities, 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)plans approved by the Borrower’s board of directors (including, subscription agreements or similar agreement pertaining to the repurchase of 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 andwithout limitation, in each case any reasonable transactions pursuant thereto, connection with the Effective Date Dividend) and (iivii) may make Investments employment and Restricted Payments permitted hereunder, (iii) from and after the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, may enter severance arrangements entered into transactions with Unaffiliated Joint Ventures and Wholly Owned Subsidiaries of Unaffiliated Joint Ventures, in each case, relating to the provision of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as in the ordinary course of businessbusiness between Holdings, 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 Subsidiary; (vi) may enter into transactions undertaken for Subsidiary and any employee thereof and approved by the purpose Borrower’s board of 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 the Subsidiaries (as determined by Borrower in good faith); (vi) may enter into any transaction subject to Section 13.05; (vii) may enter into any transactions 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 Aircraft Assets; and (x) may incur any Indebtedness permitted pursuant to Section 10.01(w)directors.

Transactions with Affiliates. Neither Borrower nor any of its Restricted Subsidiaries shall enter into any transactionDirectly or indirectly, including, without limitation, any purchase, sale, acquire or lease or exchange of Property, the rendering of any service or the payment of any management, advisory or similar fees, with any Affiliate (other than Borrower or any Restricted Subsidiary) involving aggregate consideration in excess of $20.0 million unless such transaction (a) is required under this Agreementproperty from, or (b) is upon fair and reasonable terms no less favorable to Borrower sell, transfer or such Restricted Subsidiary, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate (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, however, that notwithstanding the foregoing, Borrower and its Restricted Subsidiaries (i) may enter into indemnification and employment agreements and arrangements with directors, officers and employees (including for the provision of securities, or other payments, awards or grants in cash, securities or otherwise pursuant lease any property to, or the funding of, employment arrangements, equity purchase agreements, stock options and stock ownership plans), subscription agreements or similar agreement pertaining to the repurchase of 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) may make Investments and Restricted Payments permitted hereunder, (iii) from and after the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, may enter into transactions with Unaffiliated Joint Ventures and Wholly Owned Subsidiaries of Unaffiliated Joint Ventures, in each case, relating to the provision of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as in the ordinary course of 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 Subsidiary; (vi) may enter into transactions undertaken for the purpose of 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 the Subsidiaries (as determined by Borrower in good faith); (vi) may otherwise enter into any transaction subject or deal with, any Affiliate, except transactions, which are made in the Ordinary Course of Business and are made on an arm’s-length basis on terms and conditions no less favorable than terms and conditions which would have been obtainable from a Person other than an Affiliate, except: (a) Sponsor (and its Affiliates) shall be entitled to: (i) reimbursement of all fees, costs and expenses paid or incurred 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 Section 13.05exceed the greater of (x) $350,000 or (y) three percent (3%) of Adjusted EBITDA in any fiscal year; (viib) may enter into any transactions described among Loan Parties which are not expressly prohibited by the terms of this Agreement and which are in the Tax Indemnification Agreement or on Schedule 10.07 or Ordinary Course of Business; (c) payment by Borrower of dividends and distributions permitted under Section 7.7; (d) payment of 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 amendment thereto or replacement thereof or similar arrangement fiscal year not to exceed $500,000; (e) to the extent such amendmentnot prohibited by Applicable Law, replacement or arrangement is not adverse providing customary indemnities to the Lenders when taken as a whole in any material respect (as determined by Borrower in good faith)officers, employees and directors; (viiif) may pay Allocable Overhead the issuance and sale of Equity Interests by Innovex to Wynn Resorts in respect of each Qualifying Project of Borrower and Sponsor, Warburg Pincus LLC or its Restricted Subsidiariesaffiliated funds, or Rubicon Oilfield International Holdings LP ; (ixg) from [reserved]; (h) transactions among the Saudi Subsidiary and after Loan Parties in an aggregate amount during the Xxxx Las Vegas ReorganizationTerm not to exceed $1,000,000, which are not expressly prohibited by the transfer or sale or other disposition terms of this Agreement; (including leasing or making available for usei) 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 any Aircraft Assetsthis Agreement; (j) transactions among the 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 this Agreement, unless otherwise approved by the Agent in accordance with this Agreement; and (xk) may incur the Closing Date Permitted Stock Repurchase; and (l) amendments to any Indebtedness permitted pursuant to Section 10.01(w)shareholders’ agreements in connection with a Qualifying IPO.

Transactions with Affiliates. Neither Borrower nor any of its Restricted Subsidiaries shall enter Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of Property, the rendering transaction of any service or the payment of any management, advisory or similar fees, kind with any Affiliate (other than 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 no less favorable to Borrower or such Restricted Subsidiary, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate (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, however, that notwithstanding the foregoing, Borrower and its Restricted Subsidiaries (i) may enter into indemnification and employment agreements and arrangements with directors, officers and employees (including for the provision of securities, whether 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), subscription agreements or similar agreement pertaining to the repurchase of 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) may make Investments and Restricted Payments permitted hereunder, (iii) from and after the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, may enter into transactions with Unaffiliated Joint Ventures and Wholly Owned Subsidiaries of Unaffiliated Joint Ventures, in each case, relating to the provision of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as not in the ordinary course of business, other than (a) transactions among the purchase Borrower and its Restricted Subsidiaries or sale any Person that becomes a Restricted Subsidiary as a result of goods, equipment, products, parts and servicessuch transaction, (ivb) may enter into agreements and on terms substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary in a comparable arm’s-length transaction with a Person other arrangements providing for than an Affiliate, (c) the Transactions, including the payment of Management Fees fees and IP Licensing Fees; (v) may issue, sell or transfer Equity Interests of Borrower to any parent entity, including expenses in connection with capital contributions the consummation of the Transactions, (d) Investments by such parent entity to Borrower or any Subsidiary; (vi) may enter into transactions undertaken for the purpose of 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 the Subsidiaries (as determined by Borrower in good faith); (vi) may enter into any transaction subject to Section 13.05; (vii) may enter into any transactions 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 amendmentpermitted by Xxxxxxx 0.00 (x), replacement (x), (x), (x), (x), (x), (x), (x), (x), (x), (x), (x) or arrangement is not adverse (w) and Restricted Payments by the Borrower and the Subsidiaries to the Lenders when taken as a whole in extent permitted by Section 7.06, (e) entering into employment and severance arrangements between any material respect (direct or indirect parent of the Borrower, the Borrower and its Restricted Subsidiaries and their respective officers and employees, as determined by Borrower in good faith); faith by the board of directors or senior management of the relevant Person, (viiif) may pay Allocable Overhead the payment of customary fees and reimbursement of reasonable out-of-pocket costs of, and customary indemnities provided to Wynn Resorts in respect or on behalf of, directors, officers and employees of each Qualifying Project the Borrower or any direct or indirect parent thereof, or any Restricted Subsidiaries of the Borrower, 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, (ixg) from the payment of fees, expenses, indemnities or other payments pursuant to, and after the Xxxx Las Vegas Reorganizationtransactions pursuant to, the transfer permitted agreements in existence on the Closing Date and set forth in Schedule 7.08 or sale 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 disposition fees (including leasing or making available for usetermination fees to the extent funded with proceeds from a Permitted Equity Issuance) of pursuant to the Management Agreement (plus any Aircraft Assets; unpaid management, consulting, monitoring, advisory and other fees accrued in any prior year) and (x2) may incur any Indebtedness permitted 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, (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 plans and arrangements, (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, (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 were acquired from third parties, (l) payments to or from, and transactions with, Joint Ventures in the ordinary course of business, (m) payments by any direct or indirect parent of the Borrower, the Borrower and its Restricted Subsidiaries pursuant to tax sharing agreements among any direct or indirect parent of the Borrower, the Borrower and its Restricted Subsidiaries that comply with Section 10.01(w7.06(e)(i), (n) transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement which are fair to the Borrower and its Restricted Subsidiaries, in the reasonable determination of the board of directors of the Borrower or the senior management 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 (p) any contribution by any direct or indirect parent of the Borrower to the capital of the Borrower.

Transactions with Affiliates. Neither The Borrower nor will not, and will not permit any 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 its Affiliates, except (i) transactions in the ordinary course of business at prices and on terms and conditions, taken as a whole, not less favorable to the Borrower or such Restricted Subsidiary than those that would prevail in an arm’s-length transaction with unrelated third parties, (ii) transactions between or among the Borrower and the Restricted Subsidiaries shall enter into not involving any transactionother Affiliate, including(iii) any Restricted Payment permitted by Section 7.03(h), without limitation, any purchase, sale, lease or exchange of Property, the rendering of any service or (iv) the payment of any managementreasonable fees and compensation to, advisory or similar feesand the providing of reasonable indemnities on behalf of, with any Affiliate (other than directors and officers of the Borrower or any Restricted Subsidiary, as determined by the Board of Directors of the Borrower in good faith, (v) involving aggregate consideration the Spin Transaction and any agreements entered into pursuant thereto, (vi) the transactions described in excess of $20.0 million unless such transaction Schedule 7.03(i), (avii) is required under this Agreementany reasonable or customary employment, consulting, service, severance, termination agreement, employee benefit plan, compensation arrangement, indemnification arrangement, or (b) is upon fair and reasonable terms no less favorable to any similar arrangement entered into by the Borrower or such a Restricted Subsidiary, as the case may be, than it would obtain in a comparable arm’s length transaction Subsidiary with a Person that is not an Affiliate (such arms’ length standard being deemed to have been satisfied if such transaction is approved by a majority current or former director, officer or employee of the Disinterested Directors of Borrower)Borrower or a Restricted Subsidiary and payments related thereto; provided, however, that notwithstanding the foregoing, Borrower and its Restricted Subsidiaries (i) may enter into indemnification and employment agreements and arrangements with directors, officers and employees (including for the provision or any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements and other compensation arrangements, equity options to purchase agreementsCapital Stock of the Borrower, restricted stock plans, restricted stock unit plans, long-term incentive plans, stock options and stock ownership appreciation rights plans), subscription agreements participation plans or similar agreement pertaining to the repurchase employee benefits plans and/or indemnity provided on behalf of Equity Interests pursuant to put/call rights or similar rights with directors, officers and employees and any employee compensation, benefit plan of the Borrower or arrangement, any health, disability or similar insurance plan which covers employees and, in each case any reasonable transactions pursuant theretoa Restricted Subsidiary approved by the Board of Directors of the Borrower, (iiviii) may make Investments (x) reimbursement of employee travel and Restricted Payments permitted hereunder, (iii) from lodging costs and after the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, may enter into transactions with Unaffiliated Joint Ventures and Wholly Owned Subsidiaries of Unaffiliated Joint Ventures, in each case, relating to the provision of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as other business expenses incurred in the ordinary course of business, business and (y) loans and advances to employees made in the purchase or sale ordinary course of goods, equipment, products, parts business in compliance with applicable laws and services, (iv) may enter into agreements and other arrangements providing for consistent with the payment past practices 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 the Borrower or any that Restricted Subsidiary; (vi) , as the case may enter into transactions undertaken for the purpose of 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 the Subsidiaries (as determined by Borrower in good faith); (vi) may enter into any transaction subject to Section 13.05; (vii) may enter into any transactions 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 Subsidiariesbe; (ix) from and after the Xxxx Las Vegas Reorganization, the transfer or sale or other disposition (including leasing or making available for use) pledges of any Aircraft Assetsequity interests of Unrestricted Subsidiaries to secure Indebtedness of such Unrestricted Subsidiaries; and (x) may incur any Indebtedness permitted pursuant to Section 10.01(wtransactions entered into as part of a Permitted Receivables Financing on customary terms (as determined by the Borrower’s Board of Directors).

Transactions with Affiliates. Neither The Borrower will not, nor will it permit any 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 its Restricted Subsidiaries shall enter into Affiliates, except (i) transactions in the ordinary course of business at prices and on 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, (ii) transactions between or among the Borrower and the Subsidiary Loan Parties (or, in the case of intellectual property licenses, between or among the Borrower and the Subsidiaries) not involving any transactionother Affiliate, including(iii) loans or advances to employees permitted under Section 6.04(g), without limitation(iv) payroll, any purchasetravel and similar advances to cover matters permitted under Section 6.04(h), sale, lease or exchange of Property, the rendering of any service or (v) the payment of any management, advisory or similar fees, with any Affiliate (other than reasonable fees to directors of the Borrower or any Restricted Subsidiary) involving aggregate consideration in excess Subsidiary who are not employees of $20.0 million unless such transaction (a) is required under this Agreement, or (b) is upon fair and reasonable terms no less favorable to the Borrower or such Restricted any Subsidiary, as and compensation and employee benefit arrangements paid to, and indemnities provided for the case may bebenefit of, than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate (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, however, that notwithstanding the foregoing, Borrower and its Restricted Subsidiaries (i) may enter into indemnification and employment agreements and arrangements with directors, officers and or employees of the Borrower or the Subsidiaries in the ordinary course of business, (including for the provision vi) any issuances of securities, 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), subscription agreements or similar agreement pertaining to plans approved by the repurchase Borrower’s board of Equity Interests pursuant to put/call rights or similar rights with directors, officers (vii) employment 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) may make Investments and Restricted Payments permitted hereunder, (iii) from and after the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, may enter severance arrangements entered into transactions with Unaffiliated Joint Ventures and Wholly Owned Subsidiaries of Unaffiliated Joint Ventures, in each case, relating to the provision of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as in the ordinary course of business, business between the purchase Borrower or sale any Subsidiary and any employee thereof and approved by the Borrower’s board of goods, equipment, products, parts and servicesdirectors, (ivviii) may enter into agreements and other arrangements providing for any Restricted Payment permitted by Section 6.08, (ix) transactions with the payment NASD of Management Fees and IP Licensing Fees; the type described on Schedule 6.09, (vx) may issue, sell or transfer Equity Interests any issuance of common stock of the Borrower to any parent entityholder of Convertible Notes upon conversion of such holder’s Convertible Notes in accordance with the terms of the Convertible Notes Documents, (xi) any transfer or surrender for any value (including in connection with capital contributions by such parent entity nil value) to Borrower or any Subsidiary; (vi) may enter into transactions undertaken for the purpose of improving the consolidated tax efficiency LSE of any parent entity losses which arise for UK tax purposes in the Tranche C Additional Borrower in accordance with the taxes act, in force in the UK from time to time and (xii) payments in respect of Borrowercertain tax sharing arrangements under the VAB Transaction Agreement as in effect on December 8, Borrower and/or the Subsidiaries 2005 (provided that as such transactions, taken as agreement may be amended or modified from time to time in a whole, are manner not materially adverse to Borrower and the Subsidiaries (as determined by Borrower in good faith); (vi) may enter into any transaction subject to Section 13.05; (vii) may enter into any transactions described in interests of 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 Aircraft Assets; and (x) may incur any Indebtedness permitted pursuant to Section 10.01(wLenders).

Transactions with Affiliates. Neither Borrower nor The 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 its Affiliates, with a fair market value in excess of the greater of $30,000,000 and 2.5% of Consolidated EBITDA except (a) transactions at prices and on terms and conditions (taken as a whole) not materially less favorable to the Parent or such Restricted Subsidiary than could reasonably be expected to be obtained on an arm’s-length basis from unrelated third parties (as determined in good faith by the Borrower); (b) transactions between or among the Parent and the Restricted Subsidiaries shall enter into (or any entity that becomes a Restricted Subsidiary as a result of such transaction) not involving any other Affiliate; (c) loans or advances to employees, includingofficers and directors permitted under Section 6.04; (d) payroll, without limitation, any purchase, sale, lease or exchange of Property, the rendering of any service or travel and similar advances to cover matters permitted under Section 6.04; (e) the payment of any management, advisory or similar fees, with any Affiliate (other than Borrower reasonable fees and reimbursement of out-of-pocket expenses to directors of the Parent or any Restricted Subsidiary; (f) involving aggregate consideration in excess of $20.0 million unless such transaction compensation (aincluding bonuses) is required under this Agreementand employee benefit arrangements paid to, indemnities provided for the benefit of, and employment and severance arrangements entered into with, directors, officers, managers, consultants or (b) is upon fair and reasonable terms no less favorable to Borrower or such Restricted Subsidiary, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate (such arms’ length standard being deemed to have been satisfied if such transaction is approved by a majority employees of the Disinterested Directors Parent or the Subsidiaries in the ordinary course of Borrower)business, including in connection with the Transactions and any other transaction permitted hereunder; provided, however, that notwithstanding the foregoing, Borrower and its Restricted Subsidiaries (ig) may enter into indemnification and employment agreements and arrangements with directors, officers and employees (including for the provision any issuances of securities, 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), subscription agreements ; (h) any payments to any Equity Investor or similar agreement pertaining 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 repurchase 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 disinterested members of the board of directors of the Parent in good faith; (j) any Restricted Payment and payments on Indebtedness not prohibited by Section 6.08; (k) [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 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 put/call rights or similar rights the Transition Services Agreement; (o) the existence and performance of agreements and transactions with directors, officers 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 employees and transactions entered into by an Unrestricted Subsidiary with an Affiliate prior to the redesignation of 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, such Unrestricted Subsidiary as a Restricted Subsidiary; (iip) may make Investments and Restricted Payments permitted hereunder, (iii) from and after the earlier Affiliate repurchases of the Xxxx Las Vegas Reorganization Loans or Commitments to the extent permitted hereunder and the Wynn Massachusetts Project Opening Dateholding 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 enter into transactions be amended, modified, supplemented, extended, renewed or refinanced from time to time in accordance with Unaffiliated Joint Ventures and Wholly Owned Subsidiaries the other terms of Unaffiliated Joint Ventures, in each case, relating this covenant or to the provision 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 management servicesa Qualified Securitization Financing; (s) any Intercompany License Agreements; (t) payments to or from, overheadand transactions with, sharing joint ventures (to the extent any such joint venture is only an Affiliate as a result of customer lists Investments by the Parent and customer loyalty programs and, so long as the Restricted Subsidiaries in such joint venture) in the ordinary course of business; (u) transactions by the Parent and its Restricted Subsidiaries with customers, the purchase clients, joint venture partners, suppliers or sale purchasers or sellers of goods, equipment, products, parts and goods or services, (iv) may enter into agreements in each case in the ordinary course of business and other arrangements providing for otherwise in compliance with the payment terms of Management Fees this Agreement that are fair to the Parent and IP Licensing Feesthe 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) may issueany transaction between or among the Parent or any Restricted Subsidiary and any Affiliate 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, sell Joint Venture or transfer Equity Interests of Borrower similar entity; (w) loans and advances to any parent entity, including in connection with capital contributions by such parent entity to Borrower or any Subsidiary; (viParent Entity permitted under Section 6.4(ff) may enter into transactions undertaken for the purpose of 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 the Subsidiaries (as determined by Borrower in good faith); (vi) may enter into any transaction subject to Section 13.05; (vii) may enter into any transactions 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 Aircraft Assets; and (x) transactions in which the Parent or any Restricted Subsidiary, as the case may incur any Indebtedness permitted pursuant 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 (a) of this Section 10.01(w).6.09. 176

Transactions with Affiliates. Neither Borrower nor any of its Restricted Subsidiaries shall enter Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of Property, the rendering transaction of any service or the payment of any management, advisory or similar fees, kind with any Affiliate (of the Borrower, whether or not in the ordinary course of business, other than 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 on fair and reasonable terms no less substantially as favorable to the Borrower or such Restricted Subsidiary, Subsidiary as would be obtainable by the case may be, than it would obtain Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate; provided that is the foregoing restriction shall not an Affiliate apply to (such arms’ length standard being deemed i) transactions between or among the Loan Parties and transactions among wholly-owned Restricted Subsidiaries that are not Loan Parties, (ii) transactions pursuant to have been satisfied the Material Contracts as in effect on the date of this Agreement or, if such transaction is approved applicable, to the extent modified as permitted under this Agreement, (iii) Investments permitted under Section 7.03, (iv) 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 a majority any Loan Party, (vi) the payment of fees, expenses, indemnities or other payments to the GP in connection with reimbursable general corporate and overhead expenses of the Disinterested Directors of Borrower); provided, however, that notwithstanding the foregoing, Borrower and its Restricted Subsidiaries (i) may enter into indemnification and employment agreements the operation, management and arrangements with directors, officers other services rendered to Borrower and employees (including for the provision 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), subscription agreements or similar agreement pertaining to the repurchase of 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 andits Restricted Subsidiaries, in each case any reasonable transactions pursuant theretoto the Partnership Agreement, (iivii) may make Investments and Restricted Payments permitted hereunderany issuance, (iii) from and after the earlier grant or award of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Datestock, may enter into transactions with Unaffiliated Joint Ventures and Wholly Owned Subsidiaries of Unaffiliated Joint Venturesoptions, other equity related interests or other equity securities to any such employees, officers, directors or consultants, in each case, relating to the provision of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as case in the ordinary course of business, the purchase or sale of goods, equipment, products, parts and services, (ivviii) may enter into agreements and other arrangements providing for the payment of Management Fees reasonable directors’ fees, expenses and IP Licensing Fees; (v) may issue, sell or transfer Equity Interests indemnities to directors of Borrower to any parent entity, including in connection with capital contributions by such parent entity to Borrower or any Subsidiary; (vi) may enter into transactions undertaken for the purpose of 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 the Subsidiaries (as determined by Borrower in good faith); (vi) may enter into any transaction subject to Section 13.05; (vii) may enter into any transactions described Restricted Subsidiary in the Tax Indemnification Agreement or on Schedule 10.07 or any amendment thereto or replacement thereof or similar arrangement to the extent such amendmentordinary course of business, 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 the execution, delivery and after the Xxxx Las Vegas Reorganization, the transfer or sale or other disposition performance (including leasing or making available for useas applicable) of any Aircraft Assets; and the Transactions, (x) may incur engaging in any Indebtedness permitted pursuant to Section 10.01(w)transaction with an Affiliate if such transaction has been approved by the Conflicts Committee of the Board of Directors of the GP and (xi) transactions listed on Schedule 7.08.

Transactions with Affiliates. Neither Borrower nor 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 of its Restricted Subsidiaries shall enter into the Acquired Companies or any transactionof their Subsidiaries, includingon the one hand, without limitationand any Affiliate of any of the Acquired Companies, any purchaseof their Subsidiaries, sale, lease any Seller or exchange of Property, the rendering any Affiliate of any service Seller, on the other hand, are a party or otherwise bound, except for Contracts, arrangements or commitments entered into or made by any of the payment of any management, advisory or similar fees, with any Affiliate (other than Borrower Acquired Companies 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 no less favorable to Borrower or such Restricted Subsidiary, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate (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, however, that notwithstanding the foregoing, Borrower and its Restricted their Subsidiaries (i) may enter into indemnification and employment agreements and arrangements with directors, officers and employees (including for the provision 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), subscription agreements or similar agreement pertaining to the repurchase of 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) may make Investments and Restricted Payments permitted hereunder, (iii) from and after the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, may enter into transactions with Unaffiliated Joint Ventures and Wholly Owned Subsidiaries of Unaffiliated Joint Ventures, in each case, relating to the provision of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as in the ordinary course of businessbusiness 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 purchase equity holders, consultants, officers, directors, managers or sale employees of goodsany of the Acquired Companies or, equipmentto the Knowledge of the Acquired Companies, productsany of their respective Affiliates, parts and serviceshave been involved in any business arrangement or relationship with any of the Acquired Companies or any of their Subsidiaries (other than arrangements or relationships with the Acquired Companies or any 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 of the Acquired Companies or, to the Knowledge of the Acquired Companies, any of their respective Affiliates, (ivi) may enter into agreements are entitled to any payment or transfer of 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 arrangements providing for than distributions required or permitted under the payment of Management Fees and IP Licensing Fees; LLC Operating Agreement), (vii) may issue, sell or transfer Equity Interests of Borrower to have any parent entity, including in connection with capital contributions by such parent entity to Borrower or any Subsidiary; (vi) may enter into transactions undertaken for the purpose of 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 the Subsidiaries (as determined by Borrower in good faith); (vi) may enter into any transaction subject to Section 13.05; (vii) may enter into any transactions 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 interest in any material respect property or asset owned, leased, licensed or used by any of the Acquired Companies or any of their Subsidiaries or (as determined by Borrower iii) have an interest 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 any customer or sale or other disposition (including leasing or making available for use) supplier of any Aircraft Assets; and 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 (x) may incur any Indebtedness permitted pursuant to Section 10.01(wother than the direct or indirect ownership of an equity interests in a publicly traded company if such equity interest is less than five percent of such publicly traded company’s equity interests).

Transactions with Affiliates. Neither Borrower The Company will not, nor will it permit any of its Restricted Subsidiaries shall enter into any transactionto, including, without limitation, any purchase, salesell, lease or exchange 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 Propertyits Affiliates, except (a) transactions that are at prices and on terms and conditions not less favorable to the rendering of Company or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions solely between or among the Company and any service Subsidiary not involving any other Affiliate, (c) any Indebtedness permitted under Section 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 any management, advisory or similar fees, with any Affiliate (other than Borrower reasonable fees to directors of the Company 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 no less favorable to Borrower or such Restricted Subsidiary, as and compensation and employee benefit arrangements paid to, and indemnities provided for the case may bebenefit of, than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate (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, however, that notwithstanding the foregoing, Borrower and its Restricted Subsidiaries (i) may enter into indemnification and employment agreements and arrangements with directors, officers and or employees of the Company or any Subsidiary in the ordinary course of business, (including for the provision f) any issuances of securities, 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 options, equity incentive and stock ownership plans), subscription agreements plans approved by the Company’s or similar agreement pertaining to a Subsidiary’s board of directors and the repurchase of 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 thereto2005 Elective Deferred Incentive Compensation Plan, (iig) may make Investments and Restricted Payments permitted hereunder, (iii) from and after the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, may enter into transactions with Unaffiliated the BAC Joint Ventures and Wholly Owned Subsidiaries Venture consisting of Unaffiliated Joint Ventures, in each case, relating to the provision of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as (x) receivables securitizations entered into in the ordinary course of business, business and consistent with past practices and (y) cash equity contributions by the purchase or sale of goods, equipment, products, parts and servicesCompany and/or any Subsidiary to the BAC Joint Venture, (ivh) 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 transactions arising in connection with capital contributions by such parent entity to Borrower any Permitted Foreign Securitization or any Subsidiary; (vi) may enter into transactions undertaken for the purpose of improving the consolidated tax efficiency of any parent entity of BorrowerPermitted Floorplan Vehicle Transaction, Borrower and/or the Subsidiaries (provided that such transactions, taken as a whole, are not materially adverse to Borrower and the Subsidiaries (as determined by Borrower in good faith); (vi) may enter into any transaction subject to Section 13.05; (vii) may enter into any transactions 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 Aircraft Assets; and (xi) may incur any Indebtedness permitted pursuant to Section 10.01(w)sales of inventory.

Transactions with Affiliates. Neither Borrower No Loan Party will, nor will it permit any of its Restricted Subsidiaries shall enter 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 with, directors, officers, managers, consultants or employees of Parent, BCF Holdings, the Borrower or 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 transactionother transaction permitted hereunder, (d) [Reserved], (e) as set forth on Schedule 6.07, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time in 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), (f) [Reserved], (g) payment of director’s fees, expenses and indemnities, (h) stock option, stock incentive, equity, bonus and other compensation plans of the Loan Parties and their Restricted Subsidiaries, (i) employment contracts with officers, management and consultants of the Loan Parties and their Restricted Subsidiaries, (j) Restricted Payments to the extent specifically permitted under this Agreement, (k) advances and loans to officers and employees of the Loan Parties and their Restricted Subsidiaries to the extent specifically permitted under this Agreement, (l) Investments consisting of notes from officers, directors and employees to purchase equity interests to the extent specifically permitted under this Agreement, (m) payments pursuant to the tax sharing agreements among the Loan Parties and their Restricted Subsidiaries to the extent attributable to the ownership or operations of BCF Holdings and its Restricted Subsidiaries and to the extent permitted under Section 6.06(a)(ii), (n) other transactions with Affiliates specifically permitted under this Agreement (including, without limitation, any purchasesale/leaseback transactions, salePermitted Dispositions, lease or exchange of PropertyRestricted Payments, the rendering of any service or the Permitted Investments and Indebtedness), (o) payment of 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 managementSponsor or its Affiliates by the Borrower and any Restricted Subsidiaries for any financial advisory, advisory financing, underwriting or similar feesplacement 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 in good faith, (p) transactions between and among the Borrower and 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 Affiliate direct or indirect parent entity), such as shareholder agreements, registration agreements and including providing expense reimbursement and indemnities in respect thereof, (other than q) any transaction between or among the Borrower or any Restricted Subsidiary) involving aggregate consideration in excess Subsidiary and any Affiliate of $20.0 million unless such transaction (a) is required under this Agreement, or (b) is upon fair and reasonable terms no less favorable to 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 (r) transactions in which the Borrower or any Restricted Subsidiary, as the case may be, than it would obtain in delivers to the Administrative Agent a comparable arm’s length transaction with a Person letter from an independent financial advisor stating that is not an Affiliate (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, however, that notwithstanding the foregoing, Borrower and its Restricted Subsidiaries (i) may enter into indemnification and employment agreements and arrangements with directors, officers and employees (including for the provision 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), subscription agreements or similar agreement pertaining fair to the repurchase of 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) may make Investments and Restricted Payments permitted hereunder, (iii) from and after the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, may enter into transactions with Unaffiliated Joint Ventures and Wholly Owned Subsidiaries of Unaffiliated Joint Ventures, in each case, relating to the provision of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as in the ordinary course of 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 Subsidiary; such Restricted Subsidiary from a financial point of view or meets the requirements of clause (vi) may enter into transactions undertaken for the purpose of 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 the Subsidiaries (as determined by Borrower in good faith); (vi) may enter into any transaction subject to Section 13.05; (vii) may enter into any transactions 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 usea) of any Aircraft Assets; and (x) may incur any Indebtedness permitted pursuant to this Section 10.01(w)6.07.

Transactions with Affiliates. Neither Borrower nor any of its Restricted Subsidiaries shall Directly or indirectly, enter into or permit to exist any transaction, including, without limitation, transaction or contract (including any purchase, sale, lease or exchange of Propertyproperty, the rendering of any service or the payment of any management, advisory or similar fees, ) with or for the benefit of any Affiliate of any Loan Party (other than Borrower or any Restricted Subsidiary) involving aggregate consideration in excess of $20.0 million unless such transaction each an “Affiliate Transaction”), except: (a) is required under this Agreement, transactions between or (b) is upon fair and reasonable terms no less favorable to Borrower or such Restricted Subsidiary, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate (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, however, that notwithstanding the foregoing, Borrower among Holdings and its Restricted Subsidiaries (i) may enter into indemnification and employment agreements and arrangements with directors, officers and employees (including for the provision of securities, or other payments, awards or grants in cash, securities or not otherwise pursuant to, or the funding of, employment arrangements, equity purchase agreements, stock options and stock ownership plans), subscription agreements or similar agreement pertaining to the repurchase of 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) may make Investments and Restricted Payments permitted prohibited hereunder, (iiib) transactions that are on terms and conditions not less favorable to Holdings or such Restricted Subsidiary as would be obtainable by Holdings or such Restricted Subsidiary at the time in a comparable arm’s‑length transaction from unrelated third parties that are not Affiliates, (c) any Restricted Payment permitted by Section 8.05, (d) fees and after compensation (including severance), benefits and incentive arrangements (including pursuant to stock option and other employee benefit plans) paid or provided to, and any indemnity provided on behalf of, officers, directors or employees of Holdings, the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, may enter into transactions with Unaffiliated Joint Ventures and Wholly Owned Subsidiaries of Unaffiliated Joint Ventures, in each case, relating to the provision of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as Borrower or any Subsidiary in the ordinary course of business, (e) the purchase issuance or sale of goodsany Capital Stock of Holdings (and the exercise of any options, equipment, products, parts and serviceswarrants or other rights to acquire Capital Stock of Holdings) or any contribution to the capital of Holdings, (ivf) may enter into agreements the Transactions and other arrangements providing for the payment of Management Fees fees and IP Licensing Fees; (v) may issue, sell or transfer Equity Interests of Borrower to any parent entity, including expenses in connection with capital contributions 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 or any such joint venture is only an Affiliate as a result of Investments by Holdings and its Restricted Subsidiaries in such parent entity 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; , (vij) may enter into transactions undertaken 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, or to any director, officer, employee or consultant thereof, (k) advances for the purpose of improving the consolidated tax efficiency of any parent entity of Borrowercommissions, Borrower and/or the Subsidiaries (provided that such transactions, taken as a whole, are not materially adverse to Borrower travel and the Subsidiaries (as determined by Borrower in good faith); (vi) may enter into any transaction subject to Section 13.05; (vii) may enter into any transactions described other similar purposes in the Tax Indemnification Agreement ordinary course of business to directors, officers and employees, (l) transactions otherwise permitted hereunder, (m) Intellectual Property licensing or on Schedule 10.07 or sublicensing arrangements otherwise permitted hereunder, (n) payments to satisfy their obligations to pay taxes and other required amounts pursuant to any amendment thereto or replacement thereof or similar arrangement tax sharing agreements among the Loan Parties and their Subsidiaries to the extent such amendment, replacement or arrangement is not adverse taxes and other required amounts are attributable to the Lenders when taken as a whole in any material respect (as ownership or operations of the Loan Parties and their Subsidiaries, provided that such taxes and amounts shall be determined by Borrower 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 Loan Parties and their Affiliates in good faiththe 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); (viiip) may pay Allocable Overhead to Wynn Resorts in respect arrangements of each Qualifying Project the type or nature set forth on Schedule 8.08 so long as consistent with the business practices of the Borrower and its Restricted SubsidiariesSubsidiaries 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); (ixq) from transactions pursuant to provisions of the Loan Documents with the Sponsor and after the Xxxx Las Vegas Reorganization, the transfer or sale or other disposition its Affiliates (including leasing or making available for useAffiliated Investment Funds) of any Aircraft Assets(in each case, in their respective capacities as Lenders); and (xr) may incur any Indebtedness permitted pursuant to Section 10.01(w)transactions 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. Neither Borrower No Loan Party will, nor will it permit any 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 its Restricted Subsidiaries shall enter into any transactionAffiliates, includingexcept (a) transactions that are on terms and conditions substantially as favorable to such Loan Party as would be obtainable by such Loan Party at the time in a comparable arm’s-length transaction from unrelated third parties that are not Affiliates, without limitation, any purchase, sale, lease (b) transactions between or exchange of Propertyamong Holdings, the rendering Company and any Subsidiary (other than an Unrestricted Subsidiary) not 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) any service investment permitted by Section 6.04, (d) any Indebtedness permitted under Section 6.01 or Lien permitted under Section 6.02, (e) any Restricted Payment or Restricted Debt Payment permitted by Section 6.08, (f) the payment of any management, advisory or similar fees, with any Affiliate reasonable fees and out-of-pocket costs to directors of Holdings (other than Borrower or any Restricted Subsidiary) involving aggregate consideration in excess of $20.0 million unless such transaction (a) is required under this Agreementdirect or indirect parent thereof), the Company or (b) is upon fair and reasonable terms no less favorable to Borrower or such Restricted any Subsidiary, as and compensation and employee benefit arrangements paid to, and indemnities provided for the case may bebenefit of, than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate (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, however, that notwithstanding the foregoing, Borrower and its Restricted Subsidiaries (i) may enter into indemnification and employment agreements and arrangements with directors, officers and or employees of Holdings (including for or any direct or indirect parent thereof), the provision Company or its Subsidiaries in the ordinary course of securitiesbusiness, (g) 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)plans approved by Holdings’ (or its direct or indirect parent company’s) or the Company’s board of directors, subscription agreements (h) the payment of (A) management or monitoring or similar agreement pertaining fees to the repurchase Sponsor and Sponsor termination fees and related indemnities and reasonable expenses, and (B) transaction advisory services fees with respect to transactions in respect of Equity Interests pursuant to put/call rights which the Sponsor provides any transaction, advisory or other 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 andservices, in each case any reasonable transactions pursuant theretoto, (ii) may make Investments and Restricted Payments permitted hereunderin accordance with, (iii) from and after the earlier Management Services Agreements as such agreements are in effect as of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Effective Date; provided that, may enter into transactions with Unaffiliated Joint Ventures and Wholly Owned Subsidiaries of Unaffiliated Joint Ventures, in each case, relating to the provision of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as other than in the ordinary course case of 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 indemnities and IP Licensing Fees; expenses, no Event of Default has occurred and is continuing or would result after giving effect to such payment (vand during the existence of any such Event of Default, such fees may accrue but may not be paid), (i) may issue, sell any contribution to the capital of Holdings (or transfer any direct or indirect parent company thereof) by the Sponsor or any Affiliate thereof or any purchase of Equity Interests of Borrower Holdings (or any direct or indirect parent company thereof) by the Sponsor or any Affiliate thereof, (j) the Transactions and, the RTD Transactions, and the Hercules Transactions, (k) payments by Holdings (and any direct or indirect parent thereof), the Company and its Subsidiaries pursuant to the tax sharing agreements among Holdings (and any parent entity, including in connection with capital contributions by such parent entity to Borrower or any Subsidiary; (vi) may enter into transactions undertaken for thereof), the purpose of 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 Company and the Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Company and its Subsidiaries, (as determined by Borrower l) transactions pursuant to permitted agreements in good faith); (vi) may enter into any transaction subject to Section 13.05; (vii) may enter into any transactions described in existence on the Tax Indemnification Agreement or Effective Date and set forth on Schedule 10.07 6.09 or any amendment thereto or replacement thereof or similar arrangement to the extent such amendment, replacement or arrangement an amendment is not adverse to the Lenders when taken as a whole in any material respect and (as determined m) payments by Borrower 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); (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 Aircraft Assets; and (x) may incur any Indebtedness permitted pursuant to Section 10.01(w).

Transactions with Affiliates. Neither Borrower nor Except as set forth on Schedule 6.07, and except for transactions by 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 Restricted Subsidiaries shall enter into any transactionAffiliates, including, without limitation, any purchase, sale, lease or exchange of Property, except that (a) the rendering of any service or the payment of any management, advisory or similar fees, with any Affiliate (other than Borrower or any Restricted Subsidiary) involving aggregate consideration Subsidiary may engage in excess of $20.0 million unless such transaction (a) is required under this Agreement, or (b) is upon fair and reasonable terms no less favorable to Borrower or such Restricted Subsidiary, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate (such arms’ length standard being deemed to have been satisfied if such transaction is approved by a majority any of the Disinterested Directors of Borrower); provided, however, that notwithstanding the foregoing, Borrower and its Restricted Subsidiaries (i) may enter into indemnification and employment agreements and arrangements with directors, officers and employees (including for the provision 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), subscription agreements or similar agreement pertaining to the repurchase of 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 foregoing transactions pursuant thereto, (ii) may make Investments and Restricted Payments permitted hereunder, (iii) from and after the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, may enter into transactions with Unaffiliated Joint Ventures and Wholly Owned Subsidiaries of Unaffiliated Joint Ventures, in each case, relating to the provision of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as in the ordinary course of business, the purchase or sale of goods, equipment, products, parts business and services, (iv) may enter into agreements on terms 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 Subsidiary; (vi) may enter into transactions undertaken for the purpose of improving the consolidated tax efficiency of any parent entity of Borrower, Borrower and/or the Subsidiaries (provided that such transactionsconditions, taken as a whole, are not less favorable to the Borrower or such Subsidiary than could be obtained on an arm's-length basis from unrelated third parties; (b) the Loan Parties and the Foreign Subsidiaries may perform their respective obligations under, and engage in any transactions contemplated by, the terms of the Tax Sharing Agreement in effect on the Closing Date, or any amendments thereto that do not materially adverse increase the Loan Parties' obligations thereunder; (c) the Borrower or any Subsidiary may make any Restricted Payment permitted by Section 6.06(a)(i), (iii) or (v); (d) the Borrower or any Subsidiary may make any investment permitted by paragraph (a), (c), (e), (h), (n), (p) or (q) of Section 6.04; (e) the Borrower or any Subsidiary 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; (as determined f) the Borrower or any Subsidiary may engage in the Transactions; (g) the Borrower and any Subsidiary may engage in any transaction in the ordinary course of business between the Borrower or a Subsidiary and its own employee stock option plan that is approved by the Borrower or such Subsidiary in good faith); (vih) the Borrower or any Subsidiary may enter into 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) mergers, consolidations, amalgamations, liquidations, dissolutions and Asset Sales permitted by Section 6.05; (j) the Borrower and/or any Subsidiary may engage in good faith in any transaction subject with any of their respective Affiliates which provides for shared services and/or facilities arrangements that the Borrower determines to Section 13.05; (vii) may enter into any transactions described be in the Tax Indemnification Agreement or on Schedule 10.07 or any amendment thereto or replacement thereof or similar arrangement to best interests of the extent such amendment, replacement or arrangement is not adverse to Borrower and the Lenders when Subsidiaries taken as a whole in any material respect (as determined by Borrower in good faith); (viii) may pay Allocable Overhead and which provides cost savings and/or other operational efficiencies to Wynn Resorts in respect of each Qualifying Project of the Borrower and its Restricted the 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 Aircraft Assets; taken as a whole, and (xk) the Borrower or any of its wholly owned subsidiaries may incur engage in transactions with any Indebtedness permitted pursuant wholly owned subsidiary of the Borrower that the Borrower determines to Section 10.01(w)be in the best interests of the Borrower and the Subsidiaries, taken as a whole.

Transactions with Affiliates. Neither Borrower No Loan Party will, nor will it 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 its Affiliates, except (a) transactions 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 such Restricted Subsidiaries shall enter into Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among Loan Parties not involving any transactionother Affiliate, including(c) any investment permitted by Section 6.04(c), without limitation(d) or (e), (d) any purchaseIndebtedness permitted under Section 6.01(e), sale(e) any Restricted Payment permitted by Section 6.08, lease (f) loans or exchange of Propertyadvances to employees permitted under Section 6.04, the rendering of any service or (g) the payment of reasonable fees to directors of any management, advisory or similar fees, with any Affiliate (other than Borrower or any Restricted Subsidiary) involving aggregate consideration in excess Subsidiary who are not employees of $20.0 million unless such transaction (a) is required under this Agreement, or (b) is upon fair and reasonable terms no less favorable to Borrower or such Restricted Subsidiary, as and compensation and employee benefit arrangements paid to, and indemnities provided for the case may bebenefit of, than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate (such arms’ length standard being deemed to have been satisfied if such transaction is approved by a majority directors, officers or employees of the Disinterested Directors of Borrower); provided, however, that notwithstanding Borrowers or the foregoing, Borrower and its Restricted Subsidiaries in the ordinary course of business, (h) compensation and reimbursement of expenses of officers and directors of any Loan Party, including the issuance of Equity Interests of Holdings, in each case in the ordinary course of business, (i) may enter into indemnification and employment agreements and arrangements with directors, officers and employees (including for the provision any issuances of securities, 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), subscription agreements or similar agreement pertaining to the repurchase plans approved by a Borrower’s board of Equity Interests pursuant to put/call rights or similar rights with directors, officers and employees and (j) any employee compensation, benefit plan sale or arrangement, disposition of inventory by any health, disability Borrower or similar insurance plan which covers employees and, in each case any reasonable transactions pursuant thereto, (ii) may make Investments and Restricted Payments permitted hereunder, (iii) from and after the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, may enter into transactions with Unaffiliated Joint Ventures and Wholly Owned Subsidiary to wholly owned Foreign Subsidiaries of Unaffiliated Joint Ventures, in each case, relating to the provision of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as in the ordinary course of business, at a price not less than the purchase or sale cost of goods, equipment, products, parts and servicessuch inventory, (ivk) may enter the entering into agreements of a tax sharing agreement, or payments pursuant thereto, between Holdings and one or more Subsidiaries, on the one hand, and any other arrangements providing 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 Management Fees transaction fees and IP Licensing Fees; (v) may issue, sell or transfer Equity Interests of Borrower related expenses paid to any parent entity, including the Sponsors in connection with capital contributions 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 such parent entity to Borrower Holdings or any Subsidiary; (vi) may enter into transactions undertaken Restricted Subsidiary of Holdings to any of the Sponsors made for the purpose of improving the consolidated tax efficiency of any parent entity of Borrowerfinancial advisory, Borrower and/or the Subsidiaries (provided that such transactionsfinancing, taken as a whole, are not materially adverse to Borrower and the Subsidiaries (as determined by Borrower in good faith); (vi) may enter into any transaction subject to Section 13.05; (vii) may enter into any transactions described in the Tax Indemnification Agreement underwriting or on Schedule 10.07 placement services 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 other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved by a majority of Borrower the board of directors of Holdings in good faith and its are at prices and on terms and conditions not less favorable to Holdings or such Restricted Subsidiaries; (ix) Subsidiary than could be obtained on an arm’s-length basis from and after the Xxxx Las Vegas Reorganization, the transfer or sale or other disposition (including leasing or making available for use) of any Aircraft Assets; and (x) may incur any Indebtedness permitted pursuant to Section 10.01(w)unrelated third parties.

Transactions with Affiliates. Neither Borrower nor any of its Restricted Subsidiaries shall not, directly or indirectly, enter into any transaction, including, without limitation, any transaction with aggregate consideration in excess of $50,000,000 (including the purchase, sale, lease or exchange of Property, any property or the rendering of any service or the payment of any management, advisory or similar fees, service) with any Affiliate (other of Borrower on terms that are materially less favorable in the aggregate to Borrower than 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 no less favorable to Borrower or such Restricted Subsidiary, as the case may be, than it would obtain in a comparable agreement with independent parties acting at arm’s length transaction with a Person that is length; provided that, the foregoing restriction shall not an Affiliate apply to (such arms’ length standard being deemed a) any indemnity provided to have been satisfied if such transaction is approved by a majority and any reasonable and customary fees paid to members of the Disinterested Directors board of directors of Borrower); provided, however, that notwithstanding the foregoing, Borrower and its Restricted Subsidiaries (b) (i) may enter into compensation, benefits and indemnification and employment agreements and arrangements with directors, for officers and other employees of Borrower entered into in the ordinary course of business, and (including for the provision ii) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, equity purchase agreementsstock options, stock options and 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 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 (it 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), subscription agreements ; (d) Subordinated Indebtedness permitted by Section 6.1(m) (Indebtedness); (f) the entering into of any tax sharing agreement or similar agreement pertaining to arrangement; or (g) any 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 6.7, for so long as (i) Borrower retains, directly or indirectly, ownership of 100% of the repurchase of 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 theretoCQP IDRs, (ii) may make Investments Borrower, directly or indirectly, holds and Restricted Payments permitted hereundercontrols legally and beneficially on a fully diluted basis at least 80% of the economic and voting rights associated with ownership of all outstanding Equity Interests of all classes of Equity Interests of CQH, (iii) from Borrower, directly or indirectly, owns and after the earlier controls legally and beneficially on a fully diluted basis 100% of the Xxxx Las Vegas Reorganization voting rights associated with ownership of all outstanding Equity Interests of all classes of Equity Interests of CQP GP (and CQP GP remains the Wynn Massachusetts Project Opening Dategeneral partner of CQP), may enter into transactions with Unaffiliated Joint Ventures and Wholly Owned Subsidiaries of Unaffiliated Joint Ventures, in each case, relating to the provision of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as in the ordinary course of 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 Subsidiary; (vi) may enter into transactions undertaken for the purpose of improving the consolidated tax efficiency CQH does not dispose of any parent entity of the limited partnership interests of CQP held by CQH on the Closing Date, CQP and CQH shall be considered wholly owned Subsidiaries of Borrower, Borrower and/or the Subsidiaries (provided that such transactions, taken as a whole, are not materially adverse to Borrower and the Subsidiaries (as determined by Borrower in good faith); (vi) may enter into any transaction subject to Section 13.05; (vii) may enter into any transactions 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 Aircraft Assets; and (x) may incur any Indebtedness permitted pursuant to Section 10.01(w).

Transactions with Affiliates. Neither Borrower nor any of its Restricted Subsidiaries shall enter Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of Property, the rendering transaction of any service or the payment of any management, advisory or similar fees, kind with any Affiliate of any Credit Party (other than Borrower 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 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 no less favorable to Borrower or such Restricted Subsidiary, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate (such arms’ length standard being deemed to have been satisfied if such transaction is approved by a majority of the Disinterested Directors of Borrowercombination thereof); provided, however, that notwithstanding the foregoing, Borrower and its Restricted Subsidiaries (i) may enter into indemnification and employment agreements and arrangements with directors, officers and employees (including for the provision 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), subscription agreements whether or similar agreement pertaining to the repurchase of 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) may make Investments and Restricted Payments permitted hereunder, (iii) from and after the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, may enter into transactions with Unaffiliated Joint Ventures and Wholly Owned Subsidiaries of Unaffiliated Joint Ventures, in each case, relating to the provision of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as not in the ordinary course of business, except (i) transactions on fair and reasonable terms substantially as favorable to such Credit Party or such Subsidiary as would be obtainable by such Credit Party or such Subsidiary at the purchase time in a comparable arm’s-length transaction with a Person other than an Affiliate, (ii) payments of compensation, perquisites and fringe benefits arising out of any employment or sale consulting relationship in the ordinary course of goodsbusiness, equipment, products, parts and services(iii) making Restricted Payments permitted by this Agreement, (iv) may enter into agreements and payments (whether in cash, securities or other arrangements providing for property) by any non-Wholly-Owned Subsidiary of Healthpeak OP, the payment Parent or the Borrower, including any sinking fund or similar deposit, on account of Management Fees and IP Licensing Fees; (v) may issuethe purchase, sell redemption, retirement, acquisition, cancellation or transfer termination of any Equity Interests of Borrower to any parent entitysuch Subsidiary, including in connection with capital contributions by such parent entity to Borrower or any Subsidiary; (vi) may enter into transactions undertaken for the purpose of improving the consolidated tax efficiency on account of any parent entity return of Borrowercapital to such Subsidiary’s stockholders, Borrower and/or partners or members (or the Subsidiaries equivalent Person thereof), in any such case, made to holders of Equity Interests in such Subsidiary (provided that x) to the extent required pursuant to such transactions, taken as a whole, are not materially adverse to Borrower and the Subsidiaries Subsidiary’s Organizational Documents or (as determined by Borrower in good faith); (viy) may enter into any transaction subject to Section 13.05; (vii) may enter into any transactions 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 amendmentpayment would have been permitted by Section 8.6 had it constituted a Restricted Payment, replacement (v) other transactions expressly permitted by this Agreement, (vi) transactions with Affiliates that are Disclosed Matters (together with any amendments, restatements, extensions, replacements or arrangement is other modifications thereto that are not adverse to the interests of the Lenders when taken in their capacities as a whole such), (vii) transactions in any material respect (as determined by Borrower in good faith); 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) may pay Allocable Overhead to Wynn Resorts in respect transactions between a Credit Party or Subsidiary and any “taxable REIT subsidiary” (within the meaning of each Qualifying Project Section 856(l) 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 useInternal Revenue Code) of any Aircraft Assets; and (x) may incur any Indebtedness permitted pursuant to Section 10.01(w)Credit Party or Subsidiary.

Transactions with Affiliates. Neither Borrower Holdings nor any of its Borrower will, nor will they permit any Restricted Subsidiaries shall enter into any transactionSubsidiary to, including, without limitation, any purchase, salesell, lease or exchange of Propertyotherwise transfer any assets to, the rendering of or purchase, lease or otherwise acquire any service assets from, or the payment of otherwise engage in any management, advisory or similar fees, with any Affiliate (other than Borrower or any Restricted Subsidiary) transactions involving aggregate consideration in excess of $20.0 million unless such transaction €25,000,000 with, any of its Affiliates, except (ai) is required under this Agreement, or (b) is upon fair transactions that are at prices and reasonable on terms no and conditions not less favorable to such Borrower or such Restricted SubsidiarySubsidiary than could be obtained on an arm’s-length basis from unrelated third parties, as (ii) transactions between or among the case may beLoan Parties not involving any other Affiliate, than it would obtain in a comparable arm’s length (iii) advances, equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests and other Restricted Payments permitted under Section 6.08 and investments, loans and advances to Restricted Subsidiaries permitted under Section 6.04 and any other transaction with a Person that is not an Affiliate (such arms’ length standard being deemed involving the Borrowers and the Restricted Subsidiaries permitted under Section 6.03 to have been satisfied if the extent such transaction is approved by between Holdings, a majority of the Disinterested Directors of Borrower); provided, however, that notwithstanding the foregoing, Borrower and its one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries and Section 6.05 (ito the extent such transaction is not required to be for fair value thereunder), (iv) may enter into indemnification the payment of reasonable fees to directors of Holdings, any Borrower or any Restricted Subsidiary who are not employees of Holdings, any Borrower or any Restricted Subsidiary, and employment agreements compensation and employee benefit arrangements with paid to, and indemnities provided for the benefit of, directors, officers and officers, consultants or employees of Holdings, the Borrowers or the Restricted Subsidiaries in the ordinary course of business, (including for the provision v) any issuances of securities, 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), subscription agreements or similar agreement pertaining to plans approved by the repurchase Swiss Borrower’s board of Equity Interests pursuant to put/call rights or similar rights with directors, officers ; (vi) employment 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) may make Investments and Restricted Payments permitted hereunder, (iii) from and after the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, may enter severance arrangements entered into transactions with Unaffiliated Joint Ventures and Wholly Owned Subsidiaries of Unaffiliated Joint Ventures, in each case, relating to the provision of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as in the ordinary course of businessbusiness between Holdings, any Borrower or any Restricted Subsidiary and any employee thereof and approved by the purchase Swiss Borrower’s board of directors; and (vii) payments made to other Restricted Subsidiaries arising from 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 Subsidiary; (vi) may enter into transactions undertaken for the purpose of improving the consolidated customary 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 consolidation and the Subsidiaries (as determined by Borrower in good faith); (vi) may enter into any transaction subject to Section 13.05; (vii) may enter into any transactions 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 Aircraft Assets; and (x) may incur any Indebtedness permitted pursuant to Section 10.01(w)grouping arrangements.

Transactions with Affiliates. Neither The Borrower will not, nor will it permit any 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 its Restricted Subsidiaries shall enter into Affiliates, except (i) transactions in the ordinary course of business at prices and on 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, (ii) transactions between or among the Borrower and the Subsidiary Loan Parties (or, in the case of intellectual property licenses, between or among the Borrower and the Subsidiaries) not involving any transactionother Affiliate, including(iii) loans or advances to employees permitted under Section 6.04(g), without limitation(iv) payroll, any purchasetravel and similar advances to cover matters permitted under Section 6.04(h), sale, lease or exchange of Property, the rendering of any service or (v) the payment of any management, advisory or similar fees, with any Affiliate (other than reasonable fees to directors of the Borrower or any Restricted Subsidiary) involving aggregate consideration in excess Subsidiary who are not employees of $20.0 million unless such transaction (a) is required under this Agreement, or (b) is upon fair and reasonable terms no less favorable to the Borrower or such Restricted any Subsidiary, as and compensation and employee benefit arrangements paid to, and indemnities provided for the case may bebenefit of, than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate (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, however, that notwithstanding the foregoing, Borrower and its Restricted Subsidiaries (i) may enter into indemnification and employment agreements and arrangements with directors, officers and or employees of the Borrower or the Subsidiaries in the ordinary course of business, (including for the provision vi) any issuances of securities, 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), subscription agreements or similar agreement pertaining to plans approved by the repurchase Borrower’s board of Equity Interests pursuant to put/call rights or similar rights with directors, officers (vii) employment 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) may make Investments and Restricted Payments permitted hereunder, (iii) from and after the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, may enter severance arrangements entered into transactions with Unaffiliated Joint Ventures and Wholly Owned Subsidiaries of Unaffiliated Joint Ventures, in each case, relating to the provision of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as in the ordinary course of business, business between the purchase Borrower or sale any Subsidiary and any employee thereof and approved by the Borrower’s board of goods, equipment, products, parts and servicesdirectors, (ivviii) may enter into agreements and other arrangements providing for any Restricted Payment permitted by Section 6.08, (ix) transactions with the payment NASD of Management Fees and IP Licensing Fees; the type described on Schedule 6.09, (vx) may issue, sell or transfer Equity Interests any issuance of common stock of the Borrower to any parent entityholder of Convertible Notes upon conversion of such holder’s Convertible Notes in accordance with the terms of the Convertible Notes Documents, (xi) any transfer or surrender for any value (including in connection with capital contributions by such parent entity nil value) to Borrower or any Subsidiary; (vi) may enter into transactions undertaken for the purpose of improving the consolidated tax efficiency LSE of any parent entity losses which arise for UK tax purposes in the Additional Borrower in accordance with the taxes act, in force in the UK from time to time and (xii) payments in respect of Borrowercertain tax sharing arrangements under VAB Transaction Agreement as in effect on December 8, Borrower and/or the Subsidiaries 2005 (provided that as such transactions, taken as agreement may be amended or modified from time to time in a whole, are manner not materially adverse to Borrower and the Subsidiaries (as determined by Borrower in good faith); (vi) may enter into any transaction subject to Section 13.05; (vii) may enter into any transactions described in interests of 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 Aircraft Assets; and (x) may incur any Indebtedness permitted pursuant to Section 10.01(wLenders).

Transactions with Affiliates. Neither Borrower nor Each Credit Party will not, and will not permit any of its Restricted Subsidiaries shall Subsidiaries, to enter into or cause or permit to exist any transactionarrangement, including, without limitation, any transaction or contract (including for the purchase, sale, lease or exchange of Property, property or the rendering of any service or the payment of any management, advisory or similar fees, services) with any Affiliate (other than Borrower arrangements, transactions or any Restricted Subsidiarycontracts solely among the Credit Parties) involving aggregate consideration in excess of $20.0 million unless such transaction except (a) is required under this Agreement, or (b) is upon on fair and reasonable terms no less favorable to Borrower such Credit Party or such Restricted Subsidiary, as the case may be, Subsidiary than it would could obtain in a comparable arm’s an arm’s-length transaction with a Person that is not an Affiliate Affiliate, (such arms’ length standard being deemed 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 have the extent otherwise permitted by this Agreement; (d) [reserved], (e) so long as it has been satisfied if such transaction is approved by a majority Parent’s or its applicable Subsidiary’s Board of the Disinterested Directors of Borrower); providedin accordance with Applicable Law, however, that notwithstanding the foregoing, Borrower and its Restricted Subsidiaries (i) may enter into customary fees to, and indemnifications of, non-officer directors of the Credit Parties and their respective Subsidiaries and (ii) the payment of reasonable and customary compensation and indemnification arrangements and employment agreements and arrangements with directors, benefit plans for officers and employees (including for the provision 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), subscription agreements or similar agreement pertaining to the repurchase of 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) may make Investments and Restricted Payments permitted hereunder, (iii) from and after the earlier of the Xxxx Las Vegas Reorganization Credit Parties and the Wynn Massachusetts Project Opening Date, may enter into transactions with Unaffiliated Joint Ventures and Wholly Owned their respective Subsidiaries of Unaffiliated Joint Ventures, in each case, relating to the provision of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as in the ordinary course of business, ; and (f) transactions with joint ventures for the purchase or sale of goods, equipment, products, parts equipment and services, (iv) may enter services entered into agreements in the ordinary course of business and other arrangements providing for to 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 extent such parent entity to Borrower or any Subsidiary; (vi) may enter into transactions undertaken for the purpose of 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 the Secured Parties. No Credit Party nor any Subsidiary shall hire or engage any officer or executive during the term of this Agreement without such officer or executive having entered into a non-competition and the Subsidiaries (as determined by Borrower in good faith); (vi) may enter into any transaction subject to Section 13.05; (vii) may enter into any transactions described in the Tax Indemnification Agreement confidentiality agreement with such Credit Party 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 Aircraft Assets; and (x) may incur any Indebtedness permitted pursuant to Section 10.01(w)Subsidiary.

Transactions with Affiliates. Neither Borrower nor any of its Restricted Subsidiaries shall Directly or indirectly, enter into or permit to exist any transaction, including, without limitation, transaction or contract (including any purchase, sale, lease or exchange of Propertyproperty, the rendering of any service or the payment of any management, advisory or similar fees, ) with or for the benefit of any Affiliate of any Loan Party (other than Borrower or any Restricted Subsidiary) involving aggregate consideration in excess of $20.0 million unless such transaction each an “Affiliate Transaction”), except: (a) is required under this Agreement, transactions between or (b) is upon fair and reasonable terms no less favorable to Borrower or such Restricted Subsidiary, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate (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, however, that notwithstanding the foregoing, Borrower among Holdings and its Restricted Subsidiaries (i) may enter into indemnification and employment agreements and arrangements with directors, officers and employees (including for the provision of securities, or other payments, awards or grants in cash, securities or not otherwise pursuant to, or the funding of, employment arrangements, equity purchase agreements, stock options and stock ownership plans), subscription agreements or similar agreement pertaining to the repurchase of 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) may make Investments and Restricted Payments permitted prohibited hereunder, (iiib) transactions that are on terms and conditions not less favorable to Holdings or such Restricted Subsidiary as would be obtainable by Holdings or such Restricted Subsidiary at the time in a comparable arm’s‑length transaction from unrelated third parties that are not Affiliates, (c) any Restricted Payment permitted by Section 8.05, (d) fees and after compensation (including severance), benefits and incentive arrangements (including pursuant to stock option and other employee benefit plans) paid or provided to, and any indemnity provided on behalf of, officers, directors or employees of Holdings, the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, may enter into transactions with Unaffiliated Joint Ventures and Wholly Owned Subsidiaries of Unaffiliated Joint Ventures, in each case, relating to the provision of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as Borrower or any Subsidiary in the ordinary course of business, (e) the purchase issuance or sale of goodsany Capital Stock of Holdings (and the exercise of any options, equipment, products, parts and serviceswarrants or other rights to acquire Capital Stock of Holdings) or any contribution to the capital of Holdings, (ivf) may enter into agreements the Transactions and other arrangements providing for the payment of Management Fees fees and IP Licensing Fees; (v) may issue, sell or transfer Equity Interests of Borrower to any parent entity, including expenses in connection with capital contributions 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 or any such joint venture is only an Affiliate as a result of Investments by Holdings and its Restricted Subsidiaries in such parent entity 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; , (vij) may enter into transactions undertaken 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, or to any director, officer, employee or consultant thereof, (k) advances for the purpose of improving the consolidated tax efficiency of any parent entity of Borrowercommissions, Borrower and/or the Subsidiaries (provided that such transactions, taken as a whole, are not materially adverse to Borrower travel and the Subsidiaries (as determined by Borrower in good faith); (vi) may enter into any transaction subject to Section 13.05; (vii) may enter into any transactions described other similar purposes in the Tax Indemnification Agreement ordinary course of business to directors, officers and employees, (l) transactions otherwise permitted hereunder, (m) Intellectual Property licensing or on Schedule 10.07 or sublicensing arrangements otherwise permitted hereunder, (n) payments to satisfy their obligations to pay taxes and other required amounts pursuant to any amendment thereto or replacement thereof or similar arrangement tax sharing agreements among the Loan Parties and their Subsidiaries to the extent such amendment, replacement or arrangement is not adverse taxes and other required amounts are attributable to the Lenders when taken as a whole in any material respect (as ownership or operations of the Loan Parties and their Subsidiaries, provided that such taxes and amounts shall be determined by Borrower 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 Loan Parties and their Affiliates in good faith)the ordinary course of business and consistent with the practices in place on the Closing Date; (viiip) may pay Allocable Overhead to Wynn Resorts in respect arrangements of each Qualifying Project the type or nature set forth on Schedule 8.08 so long as consistent with the business practices of the Borrower and its Restricted SubsidiariesSubsidiaries as in place on the Closing Date; (ixq) from transactions pursuant to provisions of the Loan Documents with the Sponsor and after the Xxxx Las Vegas Reorganization, the transfer or sale or other disposition its Affiliates (including leasing or making available for useAffiliated Investment Funds) of any Aircraft Assets(in each case, in their respective capacities as Lenders); and (xr) may incur any Indebtedness permitted pursuant to Section 10.01(w)transactions 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. Neither Borrower nor any of its Restricted Subsidiaries shall No Loan Party will, directly or indirectly, enter into any transaction, including, without limitation, any transaction with aggregate consideration in excess of $50,000,000 (including the purchase, sale, lease or exchange of Property, any property or the rendering of any service or the payment of any management, advisory or similar fees, service) with any Affiliate (other than 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 its Affiliates on terms no that are materially less favorable in the aggregate to Borrower or such Restricted Subsidiary, as the case may be, Loan Party than it such Loan Party would obtain in a comparable agreement with independent parties acting at arm’s length transaction with (or, if there is no comparable arm’s length transaction, then on terms that are reasonably determined by the board of directors (or other governing body) of such Loan Party to be fair and reasonable (or, in the case of a Person that is not an Affiliate (such arms’ length standard being deemed to have been satisfied if such transaction is approved by a majority limited partnership, of the Disinterested Directors general partner, acting on behalf of Borrowersuch limited partnership)); providedprovided that, howeverthe 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 a Loan Party (or any direct or indirect parent thereof); (b)(i) compensation, that notwithstanding the foregoing, Borrower benefits and its Restricted Subsidiaries (i) may enter into indemnification and employment agreements and arrangements with directors, for officers and other employees of any Loan Party (including for or any direct or indirect parent thereof) entered into in the provision ordinary course of business, and (ii) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, equity purchase agreementsstock options, stock options and 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 board of directors of a Loan Party (or any direct or indirect parent thereof); (c) transactions in effect on the Closing Date, subscription agreements including amendments and extensions thereto entered into in accordance with this Section 6.06 (it 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) Subordinated Indebtedness; (e) the entering into of any tax sharing agreement or similar agreement pertaining to arrangement; (f) Permitted Intercompany Activities; (g) Restricted Payments, capital contributions or the repurchase issuance of 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) may make Investments and Restricted Payments permitted hereunder, (iii) from and after the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, may enter into transactions with Unaffiliated Joint Ventures and Wholly Owned Subsidiaries of Unaffiliated Joint VenturesInterests, in each case, relating to the provision extent permitted by this Agreement; (h) transactions between or among Loan Parties; (i) transactions in which a Loan Party delivers to the Senior Facility Agent a letter from a third party financial advisor stating that such transaction is fair to the Borrower or such other Loan Party from a financial point of management servicesview or meets the arm’s length requirement of this Section 6.06; or (j) any transaction between a Loan Party and a Subsidiary or, overheadif applicable, sharing of customer lists and customer loyalty programs andJoint Venture, so long as the Borrower has determined in the ordinary course of 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 Subsidiary; (vi) may enter into transactions undertaken for the purpose of improving the consolidated tax efficiency of any parent entity of Borrower, Borrower and/or the Subsidiaries (provided good faith that such transactions, taken as a whole, are not materially adverse to Borrower and the Subsidiaries (as determined by Borrower transaction is in good faith); (vi) may enter into any transaction subject to Section 13.05; (vii) may enter into any transactions 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 Aircraft Assets; and (x) may incur any Indebtedness permitted pursuant to Section 10.01(w)Loan Party’s commercial interest.

Transactions with Affiliates. Neither Borrower nor any of its Restricted Subsidiaries shall enter Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of Property, the rendering transaction of any service or the payment of any management, advisory or similar fees, kind with any Affiliate of Parent, whether or not in the ordinary course of business, other than (a) transactions among Loan Parties (other than Parent and the U.S. Borrower) and the Subsidiaries of the Dutch Borrower (or any Restricted Subsidiary) involving aggregate consideration in excess entity that becomes a Subsidiary as a result of $20.0 million unless such transaction (a) is required under this Agreementtransaction), or (b) is upon on fair and reasonable terms no less substantially as favorable to Borrower Parent or such Restricted Subsidiary, Subsidiary as would be obtainable by Parent or such Subsidiary at the case may be, than it would obtain time in a comparable arm’s length transaction with a Person other than an Affiliate, (c) the Dutch Borrower and the Subsidiaries of the Dutch Borrower may enter into employment and severance or other compensation arrangements with officers and employees in the ordinary course of business or as otherwise approved by the board of directors, board of managers or other equivalent governing body of the Dutch Borrower or Subsidiary and transactions pursuant to stock option plans and employee benefit plans and arrangements in the ordinary course of business or as otherwise approved by the board of directors, board of managers or other equivalent governing body of the Borrowers or Subsidiary, (d) Restricted Payments permitted under Section 7.06 (other than Section 7.06(c)), (e) Investments to the extent permitted under Section 7.02, (f) transactions pursuant to agreements in existence on the Closing Date and set forth on Schedule 7.08 or any amendment thereto to the extent such an amendment is not materially adverse, taken as a whole, to the Lenders, (g) transactions between a member of the Group and any Person that is not an Affiliate (solely due to the fact that a director or manager of such arms’ length standard being deemed to have been satisfied if such transaction Person is approved by also a majority director or manager of the Disinterested Directors of Borrower)Parent or any Parent Holding Company; provided, however, that notwithstanding such director or manager abstains from voting as a director of Parent or such Parent Holding Company, as the foregoingcase may be, Borrower and its Restricted Subsidiaries on any matter involving such other Person, (h) the issuance of Equity Interests to the Sponsor, Parent or any Parent Holding Company, or to any director, officer, employee or consultant thereof, (i) may enter into indemnification and employment agreements and arrangements with directors, officers and employees (including for the provision any issuance of securitiesEquity Interests, or other payments, awards or grants in cash, securities securities, Equity Interests or otherwise pursuant to, or the funding of, employment arrangements, equity purchase agreements, stock options and stock ownership plans), subscription agreements plans approved by the board of directors or similar agreement pertaining to the repurchase board of Equity Interests pursuant to put/call rights or similar rights with directors, officers and employees and managers of any employee compensation, benefit plan or arrangementParent, any healthParent Holding Company or the Borrowers, disability or similar insurance plan which covers employees and, in each as the case any reasonable transactions pursuant theretomay be, (iij) may make Investments and Restricted Payments permitted hereunder, (iii) from and after the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, may enter into transactions with Unaffiliated Joint Ventures wholly owned Subsidiaries for the purchase or sale of goods, products, parts and Wholly Owned Subsidiaries of Unaffiliated Joint Ventures, in each case, relating to the provision of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as services entered into in the ordinary course of business, (k) transactions with joint ventures for the purchase or sale of goods, equipment, products, parts equipment and servicesservices entered into in the ordinary course of business, (ivl) customary fees and indemnities 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 be paid to any parent entitydirectors or managers of Parent, including in connection with capital contributions by such parent entity to Borrower or any Subsidiary; (vi) may enter into transactions undertaken for the purpose of improving the consolidated tax efficiency of any parent entity of Borrower, Borrower and/or the Borrowers and their Subsidiaries (provided that such transactionsand, taken as a whole, are not materially adverse to Borrower and the Subsidiaries (as determined by Borrower in good faith); (vi) may enter into any transaction subject to Section 13.05; (vii) may enter into any transactions 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 attributable to the Lenders when taken as a whole in operations or ownership of any material respect member of the Group, of any Parent Holding Company) and reasonable out-of-pocket costs of such Persons may be reimbursed, and (as determined by Borrower in good faith); (viiim) may pay Allocable Overhead transactions pursuant to Wynn Resorts in respect of each Qualifying Project of Borrower and its Restricted Subsidiaries; (ix) from and after the Xxxx Las Vegas ReorganizationShareholder Debt Documentation, the transfer or sale or other disposition (including leasing or making available for use) of any Aircraft Assets; Convertible Debt Subordination Agreement and (x) may incur any Indebtedness permitted pursuant to Section 10.01(w)the Junior Intercreditor Deed.

Transactions with Affiliates. Neither Borrower nor Enter into or permit to exist any transaction or series of transactions with any officer, director or Affiliate of such Person other than (a) transactions among the Loan Parties and their Restricted Subsidiaries (or any entity that becomes a Restricted Subsidiary as a result of such transaction not prohibited by this Agreement); (b) Investments by the Loan Parties and their Restricted Subsidiaries in any other Loan Party or any Subsidiary; (c) R&D Collaboration Payments; (d) customary 148 directors’ fees, indemnification (including the provision of directors and officers insurance), expense reimbursement and similar arrangements, consulting fees, employee salaries, bonuses or employment agreements, compensation or employee benefit arrangements, incentive and severance arrangements with any past, present or future officer, director or employee of a Loan Party or a Restricted Subsidiary entered into in the ordinary course of business; (e) Restricted Payments permitted under Section 7.06; (f) advances of payroll payments to employees of the Company or any Restricted Subsidiary in the ordinary course of business; (g) advances to officers, directors, managers, consultants and employees (or, in the case of the following clause (g)(ii), any future or present officer, director, manager, consultant or employee (or their respective estates, heirs, family members, spouses and former spouses, domestic partners and former domestic partners or beneficiaries under their estates)) of the Company or any Restricted Subsidiary (i) for relocation, (ii) in connection with such Person’s purchase of Equity Interests of the Company; provided that no cash is actually advanced pursuant to this clause (g)(ii), and (iii) for entertainment, travel and similar purposes in the ordinary course of business; (h) 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 Company; (i) transactions undertaken in connection with the consummation of any Permitted Restructuring; (j) issuances of Equity Interests to Affiliates and the registration rights and other customary rights associated therewith; (k) transactions with joint ventures for the purchase or sale of property or other assets and services entered into in the ordinary course of business and investments in joint ventures; (l) transactions approved by (i) a majority of disinterested directors of the Company or of the applicable Restricted Subsidiary in good faith or (ii) a committee of the board of directors (or other governing body) of such Person that is comprised of disinterested directors (or such committee otherwise approves such transactions by action of disinterested directors); (m) any transaction or series of related transactions with respect to which the aggregate consideration paid, or fair market value of property Disposed of, by the Company and its Restricted Subsidiaries shall enter into is less than $5,000,000 for any transaction, including, without limitation, such individual transaction or series of related transactions; (n) any purchase, sale, lease or exchange transaction in respect of Property, which the rendering Company delivers to the Administrative Agent (for delivery to the Lenders) a letter addressed to the board of any service directors of the Company (or the payment board of any management, advisory directors or similar fees, with any Affiliate (other than Borrower or any relevant governing body of the relevant Restricted Subsidiary) involving aggregate consideration from an accounting, appraisal or investment banking firm that is in excess the good faith determination of $20.0 million unless the Company qualified to render such letter, which letter states that such transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary, as applicable, than would be obtained on an arm’s-length basis from a Person that is not an Affiliate for a comparable transaction; (ao) is required under any transaction with an Affiliate where the only consideration paid consists of Equity Interests of the Company; and (p) except as otherwise specifically limited in this Agreement, or (b) is upon other transactions which are entered into in the ordinary course of such Person’s business on fair and reasonable terms no less and conditions substantially as favorable to Borrower or such Restricted Subsidiary, Person as the case may be, than would be obtainable by it would obtain in a comparable arm’s length transaction with a Person that is not other than an Affiliate (such arms’ length standard being deemed to have been satisfied if such transaction is approved by a majority of the Disinterested Directors of Borrower); providedofficer, however, that notwithstanding the foregoing, Borrower and its Restricted Subsidiaries (i) may enter into indemnification and employment agreements and arrangements with directors, officers and employees (including for the provision of securities, director 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), subscription agreements or similar agreement pertaining to the repurchase of 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) may make Investments and Restricted Payments permitted hereunder, (iii) from and after the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, may enter into transactions with Unaffiliated Joint Ventures and Wholly Owned Subsidiaries of Unaffiliated Joint Ventures, in each case, relating to the provision of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as in the ordinary course of 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 Subsidiary; (vi) may enter into transactions undertaken for the purpose of 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 the Subsidiaries (as determined by Borrower in good faith); (vi) may enter into any transaction subject to Section 13.05; (vii) may enter into any transactions 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 Aircraft Assets; and (x) may incur any Indebtedness permitted pursuant to Section 10.01(w)Affiliate.

Transactions with Affiliates. Neither Borrower No Loan Party will, nor will it permit any of its Restricted Subsidiaries shall enter 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 with, directors, officers, managers, consultants or employees of Parent, BCF Holdings, the Borrower or 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 transactionother transaction permitted hereunder, (d) [Reserved], (e) as set forth on Schedule 6.07, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time in 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), (f) [Reserved], (g) payment of director’s fees, expenses and indemnities, (h) stock option, stock incentive, equity, bonus and other compen sation plans of the Loan Parties and their Restricted Subsidiaries, (i) employment contracts with officers, management and consultants of the Loan Parties and their Restricted Subsidiaries, (j) Restricted Payments to the extent specifically permitted under this Agreement, (k) advances and loans to officers and employees of the Loan Parties and their Restricted Subsidiaries to the extent specifically permitted under this Agreement, (l) Investments consisting of notes from officers, directors and employees to purchase equity interests to the extent specifically permitted under this Agreement, (m) payments pursuant to the tax sharing agreements among the Loan Parties and their Restricted Subsidiaries to the extent attributable to the ownership or operations of BCF Holdings and its Restricted Subsidiaries and to the extent permitted under SECTION 6.06(a)(ii), (n) other transactions with Affiliates specifically permitted under this Agreement (including, without limitation, any purchasesale/leaseback transactions, salePermitted Dispositions, lease or exchange of PropertyRestricted Payments, the rendering of any service or the Permitted Investments and Indebtedness), (o) payment of 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 managementSponsor or its Affiliates by the Borrower and any Restricted Subsidiaries for any financial advisory, advisory financing, underwriting or similar feesplacement 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 in good faith, (p) transactions between and among the Borrower and 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 Affiliate direct or indirect parent entity), such as shareholder agreements, registration agreements and including providing expense reimbursement and indemnities in respect thereof, (other than q) any transaction between or among the Borrower or any Restricted Subsidiary) involving aggregate consideration in excess Subsidiary and any Affiliate of $20.0 million unless such transaction (a) is required under this Agreement, or (b) is upon fair and reasonable terms no less favorable to 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 (r) transactions in which the Borrower or any Restricted Subsidiary, as the case may be, than it would obtain in delivers to the Administrative Agent a comparable arm’s length transaction with a Person letter from an independent financial advisor stating that is not an Affiliate (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, however, that notwithstanding the foregoing, Borrower and its Restricted Subsidiaries (i) may enter into indemnification and employment agreements and arrangements with directors, officers and employees (including for the provision 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), subscription agreements or similar agreement pertaining fair to the repurchase of 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) may make Investments and Restricted Payments permitted hereunder, (iii) from and after the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, may enter into transactions with Unaffiliated Joint Ventures and Wholly Owned Subsidiaries of Unaffiliated Joint Ventures, in each case, relating to the provision of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as in the ordinary course of 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 Subsidiary; such Restricted Subsidiary from a financial point of view or meets the requirements of clause (vi) may enter into transactions undertaken for the purpose of 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 the Subsidiaries (as determined by Borrower in good faith); (vi) may enter into any transaction subject to Section 13.05; (vii) may enter into any transactions 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 usea) of any Aircraft Assets; and (x) may incur any Indebtedness permitted pursuant to Section 10.01(w)this SECTION 6.07.

Transactions with Affiliates. Neither Borrower The Issuer will not, nor will the Issuer permit any of its Restricted Subsidiaries shall enter into any transactionSubsidiary to, including, without limitation, any purchase, salesell, lease or exchange otherwise transfer any assets to, or purchase, lease or otherwise acquire any assets from, or otherwise engage in any other transactions (or series of Property, the rendering of any service or the payment of any management, advisory or similar fees, with any Affiliate (other than Borrower or any Restricted Subsidiaryrelated transactions) involving aggregate consideration in excess of $20.0 million unless such transaction 20,000,000 with, any of its Affiliates, except (ai) is required under this Agreement, or (b) is upon fair transactions that are at prices and reasonable on terms no and conditions not less favorable to Borrower the Issuer or such Restricted Subsidiary, taken as the case may bea whole, than it would obtain could be obtained on an arm’s-length basis from unrelated third parties, (ii) transactions (A) between or among the Note Parties not involving any other Affiliate or (B) between or among Subsidiaries that are not Note Parties and not including any Note Parties, (iii) Restricted Payments made to the Issuer or any Subsidiary permitted under Section 6.08 and Investments in a comparable arm’s length Subsidiaries permitted under Section 6.04 and any other transaction with a Person that is not an Affiliate (such arms’ length standard being deemed involving the Issuer and the Subsidiaries permitted under Section 6.03 to have been satisfied if the extent such transaction is approved by a majority between the Issuer and one or more Subsidiaries or between two or more Subsidiaries, (iv) the payment of reasonable fees to directors of the Disinterested Directors Issuer or any Subsidiary who are not employees of Borrower); providedthe Issuer or any Subsidiary, howeverand compensation and employee benefit arrangements paid to, that notwithstanding and indemnities provided for the foregoingbenefit of, Borrower and its Restricted Subsidiaries (i) may enter into indemnification and employment agreements and arrangements with directors, officers and officers, consultants or employees of the Issuer or its Subsidiaries in the ordinary course of business, (including for the provision v) any issuances of securities, 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), subscription agreements or similar agreement pertaining to plans approved by the repurchase Issuer’s board of Equity Interests pursuant to put/call rights or similar rights with directors, officers (vi) employment 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) may make Investments and Restricted Payments permitted hereunder, (iii) from and after the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, may enter severance arrangements entered into transactions with Unaffiliated Joint Ventures and Wholly Owned Subsidiaries of Unaffiliated Joint Ventures, in each case, relating to the provision of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as in the ordinary course of businessbusiness between the Issuer or any Subsidiary and any employee thereof and approved by the Issuer’s board of directors, the purchase and (vii) payments made to other Subsidiaries arising from 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 Subsidiary; (vi) may enter into transactions undertaken for the purpose of improving the consolidated customary 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 consolidation and the Subsidiaries (as determined by Borrower in good faith); (vi) may enter into any transaction subject to Section 13.05; (vii) may enter into any transactions 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 Aircraft Assets; and (x) may incur any Indebtedness permitted pursuant to Section 10.01(w)grouping arrangements.

Transactions with Affiliates. Neither The Borrower nor will not, and will not permit any of its Restricted Subsidiaries shall enter into any transactionto, including, without limitation, any purchase, salesell, lease or exchange 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 Propertyits Affiliates, except (a) transactions that are at prices and on other terms and conditions, taken as a whole, not less favorable to such Loan Party or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties; (b) transactions 104 between or among the rendering Borrower and any wholly-owned Subsidiary that is a Loan Party and transactions solely between or among Subsidiaries that are not Loan Parties, in each case, not involving any other Affiliate; (c) any Investment permitted by Sections 6.04(f), (g), (h), or (v); (d) any Indebtedness permitted under clause (c) of Section 6.01; (e) any service Restricted Payment permitted by Section 6.06; (f) loans or advances to employees permitted under Section 6.04(e) or 6.04(i); (g) the payment of any management, advisory or similar fees, with any Affiliate (other than reasonable fees and expense reimbursements to directors of the Borrower or any Restricted Subsidiary) involving aggregate consideration in excess Subsidiary who are not employees of $20.0 million unless such transaction (a) is required under this Agreement, or (b) is upon fair and reasonable terms no less favorable to Borrower or such Restricted any Subsidiary, as and compensation, bonuses and severance and employee benefit arrangements paid to, and indemnities provided for the case may bebenefit of, than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate (such arms’ length standard being deemed to have been satisfied if such transaction is approved by a majority directors, officers or employees of the Disinterested Directors Borrower or its Subsidiaries in the ordinary course of Borrower)business; provided, however, that notwithstanding (h) customary employment and consulting agreements entered into the foregoing, Borrower and its Restricted Subsidiaries ordinary course of business; (i) may enter into indemnification and employment agreements and arrangements with directors, officers and employees (including for the provision any issuances of securities, 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)plans approved by a Borrower’s board of directors; (j) intercompany transactions, subscription agreements or similar agreement pertaining to including the repurchase of 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, (iiA) may make Investments and Restricted Payments permitted hereunder, (iii) from and after the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, may enter into transactions with Unaffiliated Joint Ventures and Wholly Owned Subsidiaries of Unaffiliated Joint Ventures, in each case, relating to the provision of management services and other corporate overhead services, overhead(B) provision of personnel to other locations within the Borrower’s consolidated group on a temporary basis and (C) provision, purchase or lease of services, operational support, assets, equipment, data, information and technology, that, in the case of any such intercompany transaction referred to in this clause (j), are subject to reasonable reimbursement or cost-sharing arrangements (as determined in good faith by the Borrower), which reimbursement or cost sharing arrangements may be effected through transfers of customer lists and customer loyalty programs and, so long as cash or other assets or through book-entry credits or debits made on the ledgers of each involved Subsidiary (provided that any such intercompany transaction is either (1) entered into in the ordinary course of businessbusiness or (2) otherwise entered into pursuant to the reasonable requirements of the business of the Borrower and the Subsidiaries); and (k) any transaction involving consideration or value of less than $1,000,000; provided, however, that this Section shall not limit the purchase operation or sale of goodseffect of, equipment, products, parts and servicesor any payments under, (ivi) may enter any license entered into agreements in the ordinary course of business on customary terms between any Subsidiary 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 Subsidiary; other Subsidiary or (viii) may enter any agreement with respect to any joint venture to which Borrower or any Subsidiary is a party entered into transactions undertaken for the purpose in connection with, or reasonably related to, its lines of improving the consolidated tax efficiency of any parent entity of Borrower, Borrower and/or the Subsidiaries business (provided that such transactionsagreement is approved by Borrower’s board of directors). Notwithstanding the foregoing, taken as no Subsidiary that is a wholeMassachusetts Securities Corporation may sell, are not materially adverse to Borrower and the Subsidiaries (as determined by Borrower lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in good faith); (vi) may enter into any transaction subject to Section 13.05; (vii) may enter into other transactions with, any transactions 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 Subsidiary that 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 Aircraft Assets; and (x) may incur any Indebtedness permitted pursuant to Section 10.01(w)Loan Party.

Transactions with Affiliates. Neither The Borrower will not, nor will it 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 with, any of its Affiliates, except (a) transactions that are at prices and on terms and conditions not less favorable to the Borrower or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among (i) the Borrower and the Subsidiary Loan Parties not involving any other Affiliate or (ii) Subsidiaries shall enter into any transactionthat are not Subsidiary Loan Parties, including(c) loans or advances to employees permitted under Section 6.04(g), without limitation(d) payroll, any purchasetravel and similar advances to cover matters permitted under Section 6.04(h), sale, lease or exchange of Property, the rendering of any service or (e) the payment of reasonable fees to directors of the Borrower or any management, advisory or similar fees, with any Affiliate (other than Restricted Subsidiary who are not employees of the 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 no less favorable to Borrower or such Restricted Subsidiarycompensation and employee benefit arrangements paid to, as and indemnities provided for the case may bebenefit of, than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate (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, however, that notwithstanding the foregoing, Borrower and its Restricted Subsidiaries (i) may enter into indemnification and employment agreements and arrangements with directors, officers and or employees of the Borrower or the Restricted Subsidiaries in the ordinary course of business, (including for the provision f) any issuances of securities, 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), subscription agreements or similar agreement pertaining to plans approved by the repurchase Borrower’s board of Equity Interests pursuant to put/call rights or similar rights with directors, officers (g) employment 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) may make Investments and Restricted Payments permitted hereunder, (iii) from and after the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, may enter severance arrangements entered into transactions with Unaffiliated Joint Ventures and Wholly Owned Subsidiaries of Unaffiliated Joint Ventures, in each case, relating to the provision of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as in the ordinary course of business, business between the purchase Borrower or sale any Restricted Subsidiary and any employee thereof and approved by the Borrower’s board of goods, equipment, products, parts and servicesdirectors, (ivh) may enter into agreements and other arrangements providing for the payment of Management Fees and IP Licensing Fees; any Restricted Payment permitted by Section 6.08, (vi) may issue, sell or transfer Equity Interests of Borrower to any parent entity, including transactions occurring in connection with capital contributions the Spin-Off contemplated by such parent entity to Borrower or any Subsidiary; the Section 5.14 Spin-Off Documents, (vij) may enter into transactions undertaken for the purpose of 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 the Subsidiaries (as determined by Borrower in good faith); (vi) may enter into any transaction subject to Section 13.05; (vii) may enter into any transactions 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 Aircraft Assets; 6.09 and (xk) may incur any Indebtedness permitted pursuant to Section 10.01(w)transactions effected as part of a Permitted Receivables Facility.

Transactions with Affiliates. Neither The Parent and the Borrower nor will not, and will not permit any of its Restricted their respective Subsidiaries shall to, except as otherwise expressly permitted herein, do any of the following: (a) except as provided in Section 8.5, make any Investment in an Affiliate of any Obligor which is not a Guarantor; (b) except as provided in Section 8.10, transfer, sell, lease, assign or otherwise dispose of any asset to any Affiliate of any Obligor which is not a Guarantor; (c) except to the extent permitted by Section 8.9, merge into or consolidate with or purchase or acquire assets from any Affiliate of any Obligor which is not a Guarantor; (d) repay any Indebtedness to any Affiliate of any Obligor which is not a Subsidiary 105 Guarantor or the Borrower; (e) pay any fee to any Affiliate of any Obligor that is not a Guarantor; or (f) enter into any transaction, including, without limitation, any purchase, sale, lease other transaction directly or exchange of Property, indirectly with or for the rendering benefit of any service or the payment Affiliate of any managementObligor which is not a Guarantor (including guaranties and assumptions of obligations of any such Affiliate), advisory or similar fees, with any Affiliate except for in the case of this clause (other than Borrower or any Restricted Subsidiaryf),(i) involving aggregate consideration transactions in excess the ordinary course of $20.0 million unless such transaction (a) is required under this Agreement, or (b) is upon fair and reasonable terms business on a basis no less favorable to Borrower or such Restricted Subsidiary, Obligor as the case may be, than it would obtain be obtained in a comparable arm’s length transaction with a Person that is not an Affiliate (such arms’ length standard being deemed to have been satisfied if such transaction is approved by a majority of and in accordance with the Disinterested Directors of Borrower); provided, however, that notwithstanding the foregoing, Borrower and its Restricted Subsidiaries (i) may enter into indemnification and employment agreements and arrangements with directors, officers and employees (including for the provision 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), subscription agreements or similar agreement pertaining to the repurchase of 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 theretoDIP Approved Budget, (ii) may make Investments salaries and Restricted Payments permitted hereunder, (iii) from and after the earlier other employee compensation to officers or directors of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, may enter into transactions any Obligor commensurate with Unaffiliated Joint Ventures and Wholly Owned Subsidiaries of Unaffiliated Joint Venturescurrent compensation levels, in each case, relating not to exceed the provision aggregate amount paid in the past Fiscal Year, in accordance with the DIP Approved Budget or as otherwise permitted under Section 2.11.6, and (iii) expense reimbursements to directors of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as any Obligor in the ordinary course of 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 not to any parent entity, including in connection with capital contributions by such parent entity to Borrower or any Subsidiary; (vi) may enter into transactions undertaken for the purpose of 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 the Subsidiaries (as determined by Borrower in good faith); (vi) may enter into any transaction subject to Section 13.05; (vii) may enter into any transactions described exceed $100,000 in the Tax Indemnification Agreement or on Schedule 10.07 or aggregate during any amendment thereto or replacement thereof or similar arrangement to Fiscal Year in accordance with 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 Aircraft Assets; and (x) may incur any Indebtedness permitted pursuant to Section 10.01(w)DIP Approved Budget.

Transactions with Affiliates. Neither Borrower No Loan Party will, nor will it permit any 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 its Restricted Subsidiaries shall enter into any transactionAffiliates, includingexcept (a) transactions that are on terms and conditions substantially as favorable to such Loan Party as would be obtainable by such Loan Party at the time in a comparable arm’s-length transaction from unrelated third parties that are not Affiliates, without limitation(b) transactions between or among Holdings, any purchase, sale, lease or exchange of PropertySub Holdco, the rendering of Company and any service Subsidiary (other than an Unrestricted Subsidiary) not involving any other Affiliate, (c) any investment permitted by Section 6.04, (d) any Indebtedness permitted under Section 6.01 or Lien permitted under Section 6.02, (e) any Restricted Payment or Restricted Debt Payment permitted by Section 6.08, (f) the payment of any management, advisory or similar fees, with any Affiliate reasonable fees and out-of-pocket costs to directors of Holdings (other than Borrower or any Restricted Subsidiary) involving aggregate consideration in excess of $20.0 million unless such transaction (a) is required under this Agreementdirect or indirect parent thereof), the Company or (b) is upon fair and reasonable terms no less favorable to Borrower or such Restricted any Subsidiary, as and compensation and employee benefit arrangements paid to, and indemnities provided for the case may bebenefit of, than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate (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, however, that notwithstanding the foregoing, Borrower and its Restricted Subsidiaries (i) may enter into indemnification and employment agreements and arrangements with directors, officers and or employees of Holdings (including for or any direct or indirect parent thereof), the provision Company or its Subsidiaries in the ordinary course of securitiesbusiness, (g) 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 plansplans approved by Holdings’ (or its direct or indirect parent company’s) or the Company’s board of directors, (h) the payment of the Management Fees, any Subsequent Fee and reasonable expenses (including indemnification and other similar amounts) pursuant to the Management Services Agreement (plus any unpaid Management Fees, Subsequent Fee or expenses (including indemnification and similar amounts) accrued in any prior year), subscription agreements or similar agreement pertaining and any one-time payment under the Management Services Agreement of a Success Fee to the repurchase Sponsor in the event of either a Change in Control or the completion of a Qualified Public Offering; provided, however, that (x) the amount of the annual Management Fees under the Management Services Agreement shall not exceed the greater of (1) $3,000,000 and (2) 2.0% of EBITDA for the preceding calendar year (excluding any catch-up payments made with respect to amounts not paid in a prior period due to the continuance of an Event of Default as described in the second proviso to this clause (h)) and (y) the amount of any Success Fee shall not exceed an amount equal to the Management Fees for the most recent four consecutive calendar quarters multiplied by three (3); provided, further, that, other than in the case of the payment of indemnities and out-of-pocket 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) any contribution to the capital of Holdings (or any direct or indirect parent company thereof) by the Sponsor or any Affiliate thereof or any purchase of Equity Interests of Holdings (or any direct or indirect parent company thereof) by the Sponsor or any Affiliate thereof, (j) the Transactions, (k) payments by Holdings (and any direct or indirect parent thereof), the Company and its Subsidiaries pursuant to put/call rights or similar rights with directors, officers and employees the tax sharing agreements among Holdings (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) may make Investments and Restricted Payments permitted hereunder, (iii) from and after the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, may enter into transactions with Unaffiliated Joint Ventures and Wholly Owned Subsidiaries of Unaffiliated Joint Ventures, in each case, relating to the provision of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as in the ordinary course of businesssuch parent thereof), 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 Subsidiary; (vi) may enter into transactions undertaken for the purpose of 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 Company and the Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Company and its 188 Subsidiaries, (as determined by Borrower l) transactions pursuant to permitted agreements in good faith); (vi) may enter into any transaction subject to Section 13.05; (vii) may enter into any transactions described in existence on the Tax Indemnification Agreement or Effective Date and set forth on Schedule 10.07 6.09 or any amendment thereto or replacement thereof or similar arrangement to the extent such amendment, replacement or arrangement an amendment is not adverse to the Lenders when taken as a whole in any material respect and (as determined m) payments by Borrower 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); (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 Aircraft Assets; and (x) may incur any Indebtedness permitted pursuant to Section 10.01(w).

Transactions with Affiliates. Neither The Parent Borrower nor will not, and will not permit any 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 its Restricted Subsidiaries shall enter into Affiliates, except (a) transactions in the ordinary course of business and are at prices and on terms and conditions not less favorable to the Parent Borrower or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Parent Borrower and the Subsidiary Loan Parties not involving any transactionother Affiliate, including(c) any investment permitted by Sections 6.04(d) and 6.04(e), without limitation(d) any Indebtedness permitted under Section 6.01(a)(iii), any purchase(e) loans or advances to employees permitted under Section 6.04, sale, lease or exchange of Property, the rendering of any service or (f) the payment of any management, advisory or similar fees, with any Affiliate (other than reasonable fees to directors of the Parent Borrower or any Restricted Subsidiary) involving aggregate consideration in excess Subsidiary who are not employees of $20.0 million unless such transaction (a) is required under this Agreement, or (b) is upon fair and reasonable terms no less favorable to the Parent Borrower or such Restricted any Subsidiary, as and compensation and employee benefit arrangements paid to, and indemnities provided for the case may bebenefit of, than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate (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, however, that notwithstanding the foregoing, Borrower and its Restricted Subsidiaries (i) may enter into indemnification and employment agreements and arrangements with directors, officers and or employees of the Parent Borrower or its Subsidiaries in the ordinary course of business, (including for the provision g) any issuances of securities, 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), subscription agreements or similar agreement pertaining to plans approved by the repurchase Parent Borrower’s Board of 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 theretoDirectors, (iih) may make Investments employment and Restricted Payments permitted hereunder, (iii) from and after the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, may enter severance arrangements entered into transactions with Unaffiliated Joint Ventures and Wholly Owned Subsidiaries of Unaffiliated Joint Ventures, in each case, relating to the provision of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as in the ordinary course of business, business and approved by the purchase or sale Parent Borrower’s Board of goods, equipment, products, parts and services, (iv) may enter into agreements and other arrangements providing for Directors between 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 Parent Borrower or any Subsidiary; (vi) may enter into transactions undertaken for the purpose of improving the consolidated tax efficiency of Subsidiary and 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 the Subsidiaries (as determined by Borrower in good faith); (vi) may enter into any transaction subject to Section 13.05; (vii) may enter into any transactions described in the Tax Indemnification Agreement or on Schedule 10.07 or any amendment thereto or replacement employee 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 Aircraft Assets; and (xi) may incur any Indebtedness Restricted Payment permitted pursuant to by Section 10.01(w)6.08.

Transactions with Affiliates. (a) Neither Holdings nor the Borrower will, nor will it permit any other Subsidiary to, sell, lease, license or otherwise transfer any property or assets to, or purchase, lease, license or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Restricted Subsidiaries shall enter into Affiliates, except (i) transactions at prices and on 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, (ii) transactions between or among the Borrower and the other Subsidiary Loan Parties not involving any transactionother Affiliate, including(iii) loans or advances to employees permitted under Section 6.04(f), without limitation(iv) payroll, travel and similar advances to cover matters permitted under Section 6.04(g), (v) any purchasecontribution to the capital of Holdings by the Permitted Investors or any purchase of Equity Interests in Holdings by the Permitted Investors not prohibited by this Agreement, sale, lease or exchange of Property, the rendering of any service or (vi) the payment of any managementreasonable fees to directors of Holdings, advisory or similar fees, with any Affiliate (other than the Borrower or any Restricted Subsidiary) involving aggregate consideration in excess other Subsidiary who are not employees of $20.0 million unless such transaction (a) is required under this AgreementHoldings, or (b) is upon fair and reasonable terms no less favorable to the Borrower or such Restricted any other Subsidiary, as and compensation and employee benefit arrangements paid to, and indemnities provided for the case may bebenefit of, than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate (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, however, that notwithstanding the foregoing, Borrower and its Restricted Subsidiaries (i) may enter into indemnification and employment agreements and arrangements with directors, officers and or employees of Holdings, the Borrower or the Subsidiaries in the ordinary course of business, (including for the provision vii) any issuances of securities, 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), subscription agreements or similar agreement pertaining to plans approved by the repurchase Borrower’s board of Equity Interests pursuant to put/call rights or similar rights with directors, officers (viii) employment 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) may make Investments and Restricted Payments permitted hereunder, (iii) from and after the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, may enter severance arrangements entered into transactions with Unaffiliated Joint Ventures and Wholly Owned Subsidiaries of Unaffiliated Joint Ventures, in each case, relating to the provision of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as in the ordinary course of businessbusiness between Holdings, the purchase Borrower or sale any other Subsidiary and any employee thereof and approved by Holdings’ or the Borrower’s board of goodsdirectors, equipment, products, parts and servicesas applicable, (ivix) may enter into agreements any payments made pursuant to Section 6.09(b), (x) any Restricted Payment permitted by Section 6.08 and other arrangements providing for the (xi) payment of Management Fees and IP Licensing Fees; (v) may issue, sell or transfer Equity Interests a transaction fee of $1,000,000 by the Borrower to any parent entity, including the Sponsor on the Closing Date in connection with capital contributions by such parent entity to Borrower or any Subsidiary; (vi) may enter into transactions undertaken for the purpose closing of 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 the Subsidiaries (as determined by Borrower in good faith); (vi) may enter into any transaction subject to Section 13.05; (vii) may enter into any transactions 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 Aircraft Assets; and (x) may incur any Indebtedness permitted pursuant to Section 10.01(w)Transactions.

Transactions with Affiliates. Neither Borrower nor any of its Restricted Subsidiaries shall enter Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of Property, the rendering transaction of any service or the payment of any management, advisory or similar fees, kind with any Affiliate (of any Borrower, whether or not in the ordinary course of business, other than Borrower or any Restricted Subsidiaryon terms at least as favorable (taken as a whole) involving aggregate consideration in excess of $20.0 million unless to such transaction (a) is required under this Agreement, or (b) is upon fair and reasonable terms no less favorable to Borrower or such Restricted Subsidiary, Subsidiary as would be obtainable by such Borrower or such Subsidiary at the case may be, than it would obtain time in a comparable arm’s length transaction with a Person other than an Affiliate; provided that is the foregoing restriction shall not an Affiliate (such arms’ length standard being deemed apply to have been satisfied if such transaction is approved by a majority of the Disinterested Directors of Borrower); provided, however, that notwithstanding the foregoing, Borrower and its Restricted Subsidiaries (i) may enter into indemnification transactions between or among the Loan Parties or between or among Subsidiaries of Holdings or the Loan Parties, (ii) director, officer and employment agreements and arrangements with directors, officers and employees employee compensation (including for bonuses) and other benefits (including 140 140 retirement, health, stock option and other benefit plans) and indemnification arrangements, in each case approved by the provision Board of Directors of the applicable Loan Party, (iii) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, equity purchase agreementsstock options, stock options and stock ownership plans), subscription agreements 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 Board of Directors of the Lead Borrower, (iv) the Loan Parties may enter into any indemnification agreement or any similar agreement pertaining to the repurchase of Equity Interests pursuant to put/call rights or similar rights arrangement with directors, officers officers, consultants 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) may make Investments and Restricted Payments permitted hereunder, (iii) from and after the earlier of the Xxxx Las Vegas Reorganization Loan Parties in the ordinary course of business and may pay fees and indemnities to directors, officers, consultants and employees of the Wynn Massachusetts Project Opening Date, may enter into transactions with Unaffiliated Joint Ventures Loan Parties and Wholly Owned their Subsidiaries of Unaffiliated Joint Ventures, in each case, relating to the provision of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as in the ordinary course of 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 (a) any purchase by Holdings of Equity Interests of Borrower to any parent entity, including in connection with capital contributions by such parent entity to other Borrower or any Subsidiary; (vi) may enter into transactions undertaken for contribution by Holdings to the purpose of improving the consolidated tax efficiency equity capital of any parent entity of Borrower, Borrower and/or the Subsidiaries (provided that such transactions, taken as a whole, are not materially adverse to other Borrower and (b) any acquisition of Equity Interests of Holdings and any contribution by any equity holder of Holdings to the Subsidiaries (as determined by Borrower in good faith); (vi) may enter into any transaction subject to Section 13.05; equity capital of Holdings, (vii) may enter into any transactions 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 amendmentRestricted Payments permitted by Section 7.06 and Investments permitted by Section 7.03, 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 transactions pursuant to Wynn Resorts in respect of each Qualifying Project of Borrower agreements disclosed to the Administrative Agent on or prior to the Third Restatement Date 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) incurrence of any Aircraft Assets; and (x) may incur any intercompany Indebtedness permitted pursuant to by Section 10.01(w)7.02.

Transactions with Affiliates. Neither Borrower nor any of its Restricted Subsidiaries shall enter Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of Property, the rendering transaction of any service or the payment of any management, advisory or similar fees, kind with any Affiliate (of the Borrower, whether or not in the ordinary course of business, other than 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 on fair and reasonable terms no less substantially as favorable to the Borrower or such Restricted Subsidiary, Subsidiary as would be obtainable by the case may be, than it would obtain 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 is are not an Affiliate Loan Parties; (such arms’ length standard being deemed c) loans or advances (152) to have been satisfied if such transaction is approved by a majority officers, directors and employees permitted under Section 8.7; (d) the payment of reasonable fees to directors of the Disinterested Directors Borrower or any Restricted Subsidiary who are not employees of Borrowerthe 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); provided, however, that notwithstanding the foregoing, Borrower and its Restricted Subsidiaries (e) (i) may enter into indemnification and employment agreements and arrangements with directors, officers and employees (including for the provision any issuances of securities, 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), subscription agreements or similar agreement pertaining to plans approved by the repurchase Borrower’s board of Equity Interests pursuant to put/call rights or similar rights with directors, officers directors 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) may make Investments and Restricted Payments permitted hereunderany repurchases of any issuances, awards or grants issued pursuant to clause (iii) from and after the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, may enter into transactions with Unaffiliated Joint Ventures and Wholly Owned Subsidiaries of Unaffiliated Joint Venturesi), in each case, relating to the provision of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as extent permitted by Section 8.6; (f) employment arrangements entered into in the ordinary course of business, business between 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; (vij) may enter into transactions undertaken for the purpose provision of improving the consolidated tax efficiency Cash Collateral permitted under Section 8.3(aa) and payments and distributions 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 the Subsidiaries (as determined by Borrower in good faith)amounts therefrom; (vik) may enter into transactions contemplated by any transaction subject to Section 13.05; (vii) may enter into any transactions 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 Aircraft AssetsPermitted Foreign Receivables Facility documents; and (xl) may incur any Indebtedness permitted pursuant to Section 10.01(w)Permitted Restructuring.

Transactions with Affiliates. Neither Borrower The Company will not, nor will it permit any of its Restricted Subsidiaries shall enter into any transactionto, including, without limitation, any purchase, salesell, lease or exchange 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 Propertyits Affiliates, except (a) transactions that are at prices and on terms and conditions not less favorable to the rendering of Company or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions solely between or among the Company and any service Subsidiary not involving any other Affiliate, (c) any Indebtedness permitted under Section 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 any management, advisory or similar fees, with any Affiliate (other than Borrower reasonable fees to directors of the Company 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 no less favorable to Borrower or such Restricted Subsidiary, as and compensation and employee benefit arrangements paid to, and indemnities provided for the case may bebenefit of, than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate (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, however, that notwithstanding the foregoing, Borrower and its Restricted Subsidiaries (i) may enter into indemnification and employment agreements and arrangements with directors, officers and or employees of the Company or their Subsidiaries in the ordinary course of business, (including for the provision f) any issuances of securities, 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 options, equity incentive and stock ownership plans), subscription agreements plans approved by the Company’s or similar agreement pertaining to Subsidiary’s board of directors and the repurchase of 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 thereto2005 Elective Deferred Incentive Compensation Plan, (iig) may make Investments and Restricted Payments permitted hereunder, (iii) from and after the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, may enter into transactions with Unaffiliated the BAC Joint Ventures and Wholly Owned Subsidiaries Venture consisting of Unaffiliated Joint Ventures, in each case, relating to the provision of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as (x) receivables securitizations entered into in the ordinary course of business, business and consistent with past practices and (y) cash equity contributions by the purchase or sale of goods, equipment, products, parts and servicesCompany and/or any Subsidiary to the BAC Joint Venture, (ivh) 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 transactions arising in connection with capital contributions by such parent entity to Borrower any Permitted Foreign Securitization or any Subsidiary; (vi) may enter into transactions undertaken for the purpose of improving the consolidated tax efficiency of any parent entity of BorrowerPermitted Floorplan Vehicle Transaction, Borrower and/or the Subsidiaries (provided that such transactions, taken as a whole, are not materially adverse to Borrower and the Subsidiaries (as determined by Borrower in good faith); (vi) may enter into any transaction subject to Section 13.05; (vii) may enter into any transactions 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 Aircraft Assets; and (xi) may incur any Indebtedness sales of inventory permitted pursuant to by Section 10.01(w6.04(m).

Transactions with Affiliates. Neither Borrower nor any of its Restricted Subsidiaries shall enter Section 7.08 (Transactions with Affiliates) is amended to read as follows: “Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of Property, the rendering transaction of any service or the payment of any management, advisory or similar fees, kind with any Affiliate (of the Borrower, whether or not in the ordinary course of business, other than 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 on fair and reasonable terms no less substantially as favorable to the Borrower or such Restricted Subsidiary, Subsidiary as would be obtainable by the case may be, than it would obtain Borrower or such Subsidiary at the time in a comparable arm’s length transaction with a Person that is not other than an Affiliate (such arms’ length standard being deemed to have been satisfied or, if such transaction is approved not one that by a majority 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) between or among the Borrower and any of its Wholly Owned Subsidiaries or between and among any Wholly Owned Subsidiaries, (b) constituting Investments in Subsidiaries, (c) constituting Indebtedness of the Disinterested Directors Borrower to any Subsidiary, Indebtedness of Borrower); provided, however, that notwithstanding the foregoing, Borrower and its Restricted Subsidiaries (i) may enter into indemnification and employment agreements and arrangements with directors, officers and employees (including for the provision 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), subscription agreements or similar agreement pertaining any Subsidiary to the repurchase Borrower or Indebtedness of Equity Interests pursuant any Subsidiary 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 andother Subsidiary, in each case as permitted by Section 7.03; (d) between the Borrower and any reasonable transactions pursuant theretoSubsidiary or between Subsidiaries of the Borrower, in each case as permitted by Section 7.04 or Section 7.05, (iie) may make Investments and constituting Restricted Payments permitted hereunderby Section 7.06, (iiif) from constituting reasonable fees and after compensation paid to (including issuance and grants of securities and stock options, employment agreements and stock option and ownership plans for the earlier benefit of, and indemnities provided on behalf of) officers, directors, employees and consultants of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, may enter into transactions with Unaffiliated Joint Ventures and Wholly Owned Subsidiaries of Unaffiliated Joint Ventures, in each case, relating to the provision of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as in the ordinary course of 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 Subsidiary; (vi) may enter into transactions undertaken for Subsidiary of the purpose of improving the consolidated tax efficiency of any parent entity of Borrower, Borrower and/or and (g) constituting loans or advances to employees and officers of the Subsidiaries (provided that such transactions, taken as a whole, are not materially adverse to Borrower and the its Subsidiaries (as determined by Borrower in good faith); (vi) may enter into any transaction subject to Section 13.05; (vii) may enter into any transactions 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 permitted 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 Aircraft Assets; and (x) may incur any Indebtedness permitted pursuant to Section 10.01(w7.02(b).”

Transactions with Affiliates. Neither The Borrower shall not, nor shall the Borrower permit any of its the Restricted Subsidiaries shall to, directly or indirectly, enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of Property, the rendering transaction of any service or the payment of any management, advisory or similar fees, kind with any Affiliate (other than 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 no less favorable to Borrower or such Restricted Subsidiary, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate (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, however, that notwithstanding the foregoing, Borrower and its Restricted Subsidiaries (i) may enter into indemnification and employment agreements and arrangements with directors, officers and employees (including for the provision of securities, whether 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), subscription agreements or similar agreement pertaining to the repurchase of 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) may make Investments and Restricted Payments permitted hereunder, (iii) from and after the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, may enter into transactions with Unaffiliated Joint Ventures and Wholly Owned Subsidiaries of Unaffiliated Joint Ventures, in each case, relating to the provision of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as 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 purchase Borrower and its Restricted Subsidiaries or sale any entity that becomes a Restricted Subsidiary as a result of goods, equipment, products, parts and servicessuch loan or other transaction to the extent permitted under this Article VII, (ivb) may enter into agreements on 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, (c) [Reserved], (d) [Reserved], (e) Restricted Payments permitted under Section 7.06 and other Investments permitted under Section 7.02, (f) employment and severance arrangements providing for 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 Management Fees customary fees and IP Licensing Fees; reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, officers, employees and consultants of the Borrower and its Restricted Subsidiaries (vor any direct or indirect parent of the Borrower) may issuein the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries, sell (h) transactions pursuant to agreements in existence on the Closing Date and set forth on Schedule 7.08 or transfer Equity Interests 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 Borrower its Restricted Subsidiaries to the Investors or their Affiliates made for any parent entityfinancial, advisory, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with capital contributions by such parent entity to 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 Subsidiary; Restricted Subsidiary owning an equity interest or otherwise controlling such joint venture or similar entity or (vik) may enter entering into transactions undertaken for or modifying leases or related agreements among the purpose of improving Borrower, the consolidated tax efficiency 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 parent entity of Borrower, Borrower and/or the Subsidiaries (Tax provided that such transactionsnew or modified leases or related agreements are on terms that, taken as a whole, are not materially adverse to Borrower and the Subsidiaries (as determined by Borrower in good faith); (vi) may enter into any transaction subject to Section 13.05; (vii) may enter into any transactions described in the Tax Indemnification Agreement or on Schedule 10.07 or any amendment thereto or replacement thereof or similar arrangement less favorable to the extent Borrower or the relevant Restricted Subsidiary than those that might reasonably have been obtained at such amendment, replacement or arrangement time from a Person that 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 Aircraft Assets; and (x) may incur any Indebtedness permitted pursuant to Section 10.01(w)an Affiliate.