Common use of Transactions with Shareholders and Affiliates Clause in Contracts

Transactions with Shareholders and Affiliates. No Loan Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction involving aggregate consideration in excess of $10,000,000 (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company on terms that are less favorable to the Company or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between the Company and any of its Subsidiaries or among Subsidiaries of the Company; (b) customary fees paid to members of the Board of Directors (or similar governing body) of the Company and its Subsidiaries; (c) compensation or fees to, or the provision of benefits for officers, consultants and former consultants, directors and employees of the Company and its Subsidiaries entered into in the ordinary course of business (including, without limitation, loans and advances permitted under Section 7.06(i)); (d) transactions or arrangements described in Schedule 7.10 or any renewals or extensions of any such agreements (so long as such renewals or extensions are not less favorable in any material respect to the Company or its Subsidiaries); (e) (i) any transactions between a Loan Party and any Person that is an Affiliate solely because a director of such Person is also a director of a Loan Party, so long as such director abstains from voting as a director of such Loan Party in any matter involving such Person and (ii) any transactions with a Person that is an Affiliate of the Company (other than a Subsidiary) solely because the Company or any Subsidiary owns Equity Interests in such Person; (f) Restricted Junior Payments permitted to be made under Section 7.04; (g) transactions with consultants, customers, clients, suppliers, lessees 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; (h) transactions effected as a part of a Qualified Receivables Transaction and any Permitted Refinancing thereof; (i) Investments permitted under Sections 7.06(c), (o), and (p); (j) the issuances of Equity Interests or other securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by a majority of the Board of Directors of the Company or majority of disinterested members of the Board of Directors or any direct or indirect parent company of a Subsidiary of the Company, as appropriate, in good faith; (k) any employment or consulting agreement, incentive agreement, employee benefit plan, severance agreement, stock option or stock ownership plan, or any similar arrangement entered into by the Company or any of its Subsidiaries in the ordinary course of business approved by the Board of Directors of the Company, and payments, awards, grants or issuances of Capital Stock or other securities pursuant thereto; (l) any transaction with a Person in its capacity as a holder of Indebtedness or Equity Interests of the Company or any of its Subsidiaries where such Person is treated no more favorably than the other holders of Indebtedness or Equity Interests of the Company or any of its Subsidiaries, (m) entering into, making payments pursuant to and otherwise performing an indemnification and contribution agreement in favor of any Person and each Person who is or becomes a director, officer, agent or employee of the Company or any of its Subsidiaries, in respect of liabilities (i) arising under the Securities Act, the Exchange Act and any other applicable securities laws or otherwise, in connection with any offering of securities by the Company, (ii) incurred to third parties for any action or failure to act of the Company or any of its Subsidiaries, predecessors or successors, (iii) arising out of the fact that any indemnitee was or is a director, officer, agent or employee of the Company or any of its Subsidiaries, or is or was serving at the request of any such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise or (iv) to the fullest extent permitted by Delaware or other applicable state law, arising out of any breach or alleged breach by such indemnitee of his or her fiduciary duty as a director or officer of the Company or any of its Subsidiaries and (n) any transaction to effect and/or in furtherance of the Reorganization. For purposes of this Section 7.10, any transaction with any Affiliate shall be deemed to have satisfied the standard set forth in the first sentence hereof if such transaction shall be approved (in form and substance reasonably satisfactory to the Administrative Agent) by a nationally recognized expert with expertise in appraising the terms and conditions of the type of transaction for which approval is required (for the avoidance of doubt, however, no such approval shall be required).

Transactions with Shareholders and Affiliates. No Loan Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction involving aggregate consideration in excess of $10,000,000 (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of Capital Stock of Company or any of its Subsidiaries or with any Affiliate of the Company or of any such holder, on terms that are less favorable to the Company or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between the Company and any of its Subsidiaries or among Subsidiaries of the CompanyGuarantor Subsidiary (other than RP Sub No. 1); (b) reasonable and customary fees paid and options granted to members of the Board board of Directors directors (or similar governing body) of the Company and its SubsidiariesSubsidiaries that are approved by the board of directors of Company or such Subsidiary (or a committee thereof); (c) compensation or fees toarrangements (including employment agreements, or the provision of benefits option agreements and restricted stock agreements) for officers, consultants officers and former consultants, directors and other employees of the Company and its Subsidiaries entered into in the ordinary course of business that are approved by the board of directors of Company or such Subsidiary (including, without limitation, loans and advances permitted under Section 7.06(i)or a committee thereof); (d) transactions or arrangements described in Schedule 7.10 or any renewals or extensions of any such agreements (so long as such renewals or extensions are not less favorable in any material 6.12, including, with respect to the Company officers or its Subsidiaries); (e) (i) any directors of Company, only those transactions between a Loan Party and any Person that is an Affiliate solely because a director of such Person is also a director of a Loan Party, so long as such director abstains from voting as a director of such Loan Party in any matter involving such Person and (ii) any transactions with a Person that is an Affiliate of the Company (other than a Subsidiary) solely because the Company or any Subsidiary owns Equity Interests in such Person; (f) Restricted Junior Payments permitted to be made under Section 7.04; (g) transactions with consultants, customers, clients, suppliers, lessees or purchasers or sellers of goods or services, in each case not in the ordinary course of business and otherwise not on arms’-length terms; (e) any payments permitted under Section 6.5; (f) loans to employees, directors, officers, shareholders or agents to the extent permitted under Section 6.7(f); (g) Investments in compliance with any Credit Party or other Subsidiaries existing on the terms of this AgreementClosing Date; (h) transactions effected as a part of a Qualified Receivables Transaction entered into pursuant to or contemplated by this Agreement, and any Permitted Refinancing thereof; (i) Investments (including Permitted Acquisitions) permitted under Sections 7.06(c), (o), Section 6.7(e) and (p); (jg) to the issuances of Equity Interests or other securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by a majority of the Board of Directors of the Company or majority of disinterested members of the Board of Directors or any direct or indirect parent company of a Subsidiary of the Company, as appropriate, in good faith; (k) any employment or consulting agreement, incentive agreement, employee benefit plan, severance agreement, stock option or stock ownership plan, or any similar arrangement entered into by the Company or any of its Subsidiaries in the ordinary course of business extent that such Investment is approved by the Board board of Directors directors of the Company, and payments, awards, grants or issuances of Capital Stock or other securities pursuant thereto; (l) any transaction with Company as being on terms that are not less favorable to Company than those that might be obtained from a Person in its capacity as a holder of Indebtedness or Equity Interests of the Company or any of its Subsidiaries where such Person is treated no more favorably than the other holders of Indebtedness or Equity Interests of the Company or any of its Subsidiaries, (m) entering into, making payments pursuant to and otherwise performing an indemnification and contribution agreement in favor of any Person and each Person who is or becomes a director, officer, agent or employee of the Company or any of its Subsidiaries, in respect of liabilities (i) arising under the Securities Act, the Exchange Act and any other applicable securities laws or otherwise, in connection with any offering of securities by the Company, (ii) incurred to third parties for any action or failure to act of the Company or any of its Subsidiaries, predecessors or successors, (iii) arising out of the fact that any indemnitee was or is a director, officer, agent or employee of the Company or any of its Subsidiaries, or is or was serving at the request of any such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise or (iv) to the fullest extent permitted by Delaware or other applicable state law, arising out of any breach or alleged breach by such indemnitee of his or her fiduciary duty as a director or officer of the Company or any of its Subsidiaries and (n) any transaction to effect and/or in furtherance of the Reorganization. For purposes of this Section 7.10, any transaction with any Affiliate shall be deemed to have satisfied the standard set forth in the first sentence hereof if such transaction shall be approved (in form and substance reasonably satisfactory to the Administrative Agent) by a nationally recognized expert with expertise in appraising the terms and conditions of the type of transaction for which approval is required (for the avoidance of doubt, however, no such approval shall be required)not an Affiliate.

Transactions with Shareholders and Affiliates. No Loan Credit Party shall, nor shall it permit any of its Subsidiaries OZ Subsidiary to, directly or indirectly, enter into or permit to exist any transaction involving aggregate consideration in excess of $10,000,000 (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company a Credit Party, on terms that are substantially less favorable to the Company such Credit Party or that such OZ Subsidiary, as the case may be, than those that might be obtained in a comparable arms-length transaction at the time from a Person who is not such a holder or an Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between the Company or among any Credit Parties and any of its Subsidiaries or among Subsidiaries of the CompanyOZ Subsidiaries; (b) customary compensation (including the granting of Equity Interests and other bonuses), reimbursement and other compensation and reimbursement arrangements (including, but not limited to any retirement, health, stock option or other benefit plan), and other fees paid to, and insurance provided to members or for, current or former officers, employees, directors, managers, partners, managing members, principals, advisors, consultants or independent contractors of Credit Parties, the Board of Directors OZ Subsidiaries and their respective Affiliates (or similar governing body) of the Company and its Subsidiaries; (c) compensation current or fees to, or the provision of benefits for former officers, employees, directors, managers, partners, managing members, principals, advisors, consultants and former consultants, directors and employees or independent contractors of the Company and its Subsidiaries such Person’s general partner or equivalent) entered into in the ordinary course of business business; (includingc) advances to current or former officers, without limitationemployees, loans directors, managers, partners, managing members, principals, advisors, consultants or independent contractors of Credit Parties, the OZ Subsidiaries and advances permitted under Section 7.06(i))their respective Affiliates (or current or former officers, employees, directors, managers, partners, managing members, principals, advisors, consultants or independent contractors of such Person’s general partner or equivalent) for personal expenses; (d) transactions use of corporate aircraft or arrangements described in Schedule 7.10 or any renewals or extensions of any such agreements (so long as such renewals or extensions are not less favorable in any material respect to the Company or its Subsidiaries)other vehicles for personal use; (e) (i) advances of working capital to any transactions between a Loan Party and any Person that is an Affiliate solely because a director of such Person is also a director of a Loan Credit Party, so long as such director abstains from voting as a director of such Loan Party in any matter involving such Person and (ii) any transactions with a Person that is an Affiliate of the Company (other than a Subsidiary) solely because the Company or any Subsidiary owns Equity Interests in such Person; (f) Restricted Junior Payments permitted transfers of cash and assets to be made under Section 7.04any Credit Party; (g) intercompany transactions expressly permitted by Section 6.01, Section 6.03 or Section 6.05; (h) transactions with consultantsany OZ Fund owned, customersmaintained or managed, clientsdirectly or indirectly, suppliers, lessees by any Credit Party or purchasers or sellers of goods or services, in each case any Subsidiary in the ordinary course of business and otherwise in compliance with the terms of this Agreement; (h) transactions effected as a part of a Qualified Receivables Transaction and any Permitted Refinancing thereofbusiness; (i) Investments permitted under Sections 7.06(c)investments in any OZ Fund, (o)joint venture or other Affiliate of any Credit Party or OZ Subsidiary without the payment of fees, and (p)expenses or other charges related thereto; (j) payments to current or former officers, employees, directors, managers, partners, managing members, principals, advisors, consultants or independent contractors of any Credit Party, any OZ Subsidiary, any New Advisor Subsidiary, or any New Advisor that is not a New Advisor Guarantor (or current or former officers, employees, directors, managers, partners, managing members, principals, advisors, consultants or independent contractors of such Person’s general partner or equivalent) in respect of the issuances indemnification of Equity Interests such Persons in such respective capacities from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, as the case may be, pursuant to the organizational documents or other securities or other paymentscorporate action of such Credit Party, awards or grants in cashOZ Subsidiary, securities or otherwise pursuant toNew Advisor Subsidiary, or the funding of, employment arrangements, stock option and stock ownership plans New Advisor that is not a New Advisor Guarantor (or similar employee benefit plans approved by a majority of the Board of Directors of the Company such Person’s general partner or majority of disinterested members of the Board of Directors or any direct or indirect parent company of a Subsidiary of the Companyequivalent), as appropriateapplicable, in good faithor pursuant to applicable law; (k) payments of management, advisory, consulting or termination fees, indemnities, or other fees or profit sharing arrangements to any employment current or consulting agreementformer officers, incentive agreementemployees, employee benefit plandirectors, severance agreementmanagers, stock option partners, managing members, principals, advisors, consultants or stock ownership planindependent contractors (including any Credit Party or any Subsidiary acting in such capacity) of any Credit Party, any OZ Subsidiary, any New Advisor that is not a New Advisor Guarantor, or any New Advisor Subsidiary (or current or former officers, employees, directors, managers, partners, managing members, principals, advisors, consultants or independent contractors of such Person’s general partner or equivalent) in accordance with any management or similar arrangement entered into by the Company or any of its Subsidiaries in the ordinary course of business approved by the Board of Directors of the Company, and payments, awards, grants or issuances of Capital Stock or other securities pursuant theretoagreements; (l) any transaction with a Person between any Qualifying Risk Retention Subsidiary and any OZ CLO (as defined in its capacity as a holder the definition of Indebtedness or Equity Interests Qualifying Risk Retention Subsidiary) in the ordinary course of the Company or any of its Subsidiaries where such Person is treated no more favorably than the other holders of Indebtedness or Equity Interests of the Company or any of its Subsidiaries, business; (m) entering intoany transaction between any Alternate Investment Subsidiary and any AIS Investment, making payments OZ Fund or other investment vehicle in the ordinary course of business; (n) transactions permitted pursuant to Section 6.03, subject to Section 6.08; (o) the Specified Transactions and otherwise performing an indemnification and contribution agreement in favor of any Person and each Person who is or becomes a director, officer, agent or employee transactions pursuant to the terms of the Company or any of its SubsidiariesEquity Interests issued, in respect of liabilities (i) arising under the Securities Act, the Exchange Act and any other applicable securities laws or otherwisedocuments entered into, in connection with therewith, and (p) the exercise or satisfaction of any offering of securities by rights or obligations under the CompanyPreferred Units Documents, (ii) incurred to third parties for the Credit Documents, or the Senior Secured Credit Agreement Documents, including any action payments, distributions or failure to act repurchase of the Company or any of its SubsidiariesPreferred Units, predecessors or successors, to the extent not prohibited by Section 6.03 (iii) arising out in the case of the fact that any indemnitee was or is a director, officer, agent or employee of the Company or any of its Subsidiaries, or is or was serving at the request of any such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise or (iv) to the fullest extent permitted by Delaware or other applicable state law, arising out of any breach or alleged breach by such indemnitee of his or her fiduciary duty as a director or officer of the Company or any of its Subsidiaries and (n) any transaction to effect and/or in furtherance of the Reorganization. For purposes of this Section 7.10, any transaction with any Affiliate shall be deemed to have satisfied the standard set forth in the first sentence hereof if such transaction shall be approved (in form and substance reasonably satisfactory to the Administrative Agent) by a nationally recognized expert with expertise in appraising the terms and conditions of the type of transaction for which approval is required (for the avoidance of doubt, however, no such approval shall be requiredPreferred Units Documents).

Transactions with Shareholders and Affiliates. No Loan Party Neither Company nor any Guarantor Subsidiary shall, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction involving aggregate consideration in excess of $10,000,000 (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company Affiliate, on terms that are less favorable to the Company or that such Restricted Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or an Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between the Company and among Credit Parties or any Restricted Subsidiary or any entity that becomes a Restricted Subsidiary as a result of its Subsidiaries or among Subsidiaries of the Companysuch transaction; (b) reasonable and customary fees paid to members of the Board board of Directors directors (or similar governing body) of the Company and its Restricted Subsidiaries; (c) compensation or fees to, or the provision of benefits arrangements for officers, consultants officers and former consultants, directors and other employees of the Company and its Subsidiaries entered into in the ordinary course of business (including, without limitation, loans and advances permitted under Section 7.06(i))business; (d) transactions payments (and other transactions) (i) made in accordance with the terms of the Holding Tax Sharing Agreement, and the Corporate Services Reimbursement Agreement or arrangements described in Schedule 7.10 or any renewals or extensions of any such agreements (so long as such renewals or extensions are not less favorable in any material respect to the Company or its Subsidiaries)ii) otherwise expressly permitted under this Section 6; (e) (i) any the Transactions and the transactions between a Loan Party described in Schedule 6.10; and any Person that is an Affiliate solely because a director of such Person is also a director of a Loan Party, so long as such director abstains from voting as a director of such Loan Party in any matter involving such Person and (ii) any transactions with a Person that is an Affiliate of the Company (other than a Subsidiary) solely because the Company or any Subsidiary owns Equity Interests in such Person; (f) Restricted Junior Payments permitted to be made under Section 7.04; (g) transactions with consultants, customers, clients, suppliers, lessees reasonable and customary indemnifications and insurance arrangements for the benefit of Persons that are officers 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; (h) transactions effected as a part of a Qualified Receivables Transaction and any Permitted Refinancing thereof; (i) Investments permitted under Sections 7.06(c), (o), and (p); (j) the issuances of Equity Interests or other securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by a majority of the Board of Directors of the Company or majority of disinterested members of the Board boards of Directors directors (or any direct similar governing bodies) of Company and its Restricted Subsidiaries, whether such Persons are current or indirect parent company of a Subsidiary of former officers or members at the Companytime such indemnifications or arrangements are entered into, provided that such indemnifications and arrangements are entered into at arms’ length and on terms that are no less favorable to Company or such Subsidiary, as appropriatethe case may be, in good faith; (k) any employment or consulting agreement, incentive agreement, employee benefit plan, severance agreement, stock option or stock ownership plan, or any similar arrangement entered into by the Company or any of its Subsidiaries in the ordinary course of business approved by the Board of Directors of the Company, and payments, awards, grants or issuances of Capital Stock or other securities pursuant thereto; (l) any transaction with a Person in its capacity as a holder of Indebtedness or Equity Interests of the Company or any of its Subsidiaries where such Person is treated no more favorably than the other holders of Indebtedness or Equity Interests of the Company or any of its Subsidiaries, (m) entering into, making payments pursuant to and otherwise performing an indemnification and contribution agreement in favor of any Person and each Person who is or becomes a director, officer, agent or employee of the Company or any of its Subsidiaries, in respect of liabilities (i) arising under the Securities Act, the Exchange Act and any other applicable securities laws or otherwise, in connection with any offering of securities by the Company, (ii) incurred to third parties for any action or failure to act of the Company or any of its Subsidiaries, predecessors or successors, (iii) arising out of the fact those that any indemnitee was or is a director, officer, agent or employee of the Company or any of its Subsidiaries, or is or was serving would have been obtained at the request of any such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise or (iv) to the fullest extent permitted by Delaware or other applicable state law, arising out of any breach or alleged breach by such indemnitee of his or her fiduciary duty as a director or officer of the Company or any of its Subsidiaries and (n) any transaction to effect and/or in furtherance of the Reorganization. For purposes of this Section 7.10, any transaction with any Affiliate shall be deemed to have satisfied the standard set forth in the first sentence hereof if such transaction shall be approved (in form and substance reasonably satisfactory to the Administrative Agent) by a nationally recognized expert with expertise in appraising the terms and conditions of the type of transaction for which approval is required (for the avoidance of doubt, however, no such approval shall be required)relevant time from Persons who are not Affiliates.

Transactions with Shareholders and Affiliates. No Loan Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction involving aggregate consideration in excess of $10,000,000 5,000,000 (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company Borrower on terms that are less favorable to the Company Borrower or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between the Company Borrower and any of its Subsidiaries or among Subsidiaries of the CompanyBorrower; (b) customary fees paid to members of the Board board of Directors directors (or similar governing body) of the Company Borrower and its Subsidiaries; (c) compensation or fees to, or the provision of benefits for officers, consultants and former consultants, directors and employees of the Company Borrower and its Subsidiaries entered into in the ordinary course of business (including, without limitation, loans and advances permitted under Section 7.06(i6.06(i)); (d) transactions or arrangements described in Schedule 7.10 6.10 or any renewals or extensions of any such agreements (so long as such renewals or extensions are not less favorable in any material respect to the Company Borrower or its Subsidiaries); (e) (i) any transactions between a Loan Credit Party and any Person that is an Affiliate solely because a director of such Person is also a director of a Loan Credit Party, so long as such director abstains from voting as a director of such Loan Credit Party in any matter involving such Person and (ii) any transactions with a Person that is an Affiliate of the Company (other than a Subsidiary) solely because the Company or any Subsidiary owns Equity Interests in such Person; (f) Restricted Junior Payments permitted to be made under Section 7.046.04; (g) transactions with consultants, customers, clients, suppliers, lessees 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; (h) transactions effected as a part of a Qualified Receivables Transaction and any Permitted Refinancing thereof; (i) Investments permitted under Sections 7.06(c6.06(c), (o), (p) and (pt); (j) the issuances of Equity Interests or other securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by a majority of the Board of Directors of the Company Borrower or majority of disinterested members of the Board of Directors or any direct or indirect parent company of a Subsidiary of the CompanyBorrower, as appropriate, in good faith; (k) any employment or consulting agreement, incentive agreement, employee benefit plan, severance agreement, stock option or stock ownership plan, or any similar arrangement entered into by the Company Borrower or any of its Subsidiaries in the ordinary course of business approved by the Board of Directors of the CompanyBorrower, and payments, awards, grants or issuances of Capital Stock or other securities pursuant thereto; (l) any transaction with a Person in its capacity as a holder of Indebtedness or Equity Interests of the Company Borrower or any of its Subsidiaries where such Person is treated no more favorably than the other holders of Indebtedness or Equity Interests of the Company Borrower or any of its Subsidiaries, ; and (m) entering into, making payments pursuant to and otherwise performing an indemnification and contribution agreement in favor of any Person and each Person who is or becomes a director, officer, agent or employee of the Company Borrower or any of its Subsidiaries, in respect of liabilities (i) arising under the Securities Act, the Exchange Act and any other applicable securities laws or otherwise, in connection with any offering of securities by the CompanyBorrower, (ii) incurred to third parties for any action or failure to act of the Company Borrower or any of its Subsidiaries, predecessors or successors, (iii) arising out of the fact that any indemnitee was or is a director, officer, agent or employee of the Company Borrower or any of its Subsidiaries, or is or was serving at the request of any such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise or (iv) to the fullest extent permitted by Delaware or other applicable state law, arising out of any breach or alleged breach by such indemnitee of his or her fiduciary duty as a director or officer of the Company Borrower or any of its Subsidiaries and (n) any transaction to effect and/or in furtherance of the ReorganizationSubsidiaries. For purposes of this Section 7.106.10, any transaction with any Affiliate shall be deemed to have satisfied the standard set forth in the first sentence hereof if such transaction shall be approved (in form and substance reasonably satisfactory to the Administrative Agent) by a nationally recognized expert with expertise in appraising the terms and conditions of the type of transaction for which approval is required (for the avoidance of doubt, however, no such approval shall be required).

Transactions with Shareholders and Affiliates. No Loan Party shall(i) Company and Borrowers shall not, nor and shall it not permit any of its or their Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction involving aggregate consideration in excess of $10,000,000 (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of equity Securities of Company or Holdings or with any Affiliate of the Company or Holdings or of any such holder, on terms that are less favorable to the Company or that Restricted Subsidiary, as the case may be, than those that might be obtained at the time from a Person Persons who is are not such a holder or Affiliate; provided, provided that the foregoing restriction shall not apply to (aA) any transaction between the Company and any of its Restricted Subsidiaries or among Subsidiaries between any of the Company; its Restricted Subsidiaries, (bB) customary fees and compensation paid to officers and members of the Board of Directors (or similar governing body) of the Company and its Restricted Subsidiaries; (c) compensation or fees to, or the provision and customary indemnities provided on behalf of benefits for officers, directors, employees or consultants and former consultants, directors and employees of the Company and its Subsidiaries entered into in the ordinary course of business (including, without limitation, loans and advances permitted under Section 7.06(i)); (d) transactions or arrangements described in Schedule 7.10 or any renewals or extensions of any such agreements (so long as such renewals or extensions are not less favorable in any material respect to the Company or its Subsidiaries); (e) (i) any transactions between a Loan Party and any Person that is an Affiliate solely because a director of such Person is also a director of a Loan Party, so long as such director abstains from voting as a director of such Loan Party in any matter involving such Person and (ii) any transactions with a Person that is an Affiliate of the Company (other than a Subsidiary) solely because the Company or any Subsidiary owns Equity Interests in such Person; of its Restricted Subsidiaries, (f) Restricted Junior Payments permitted to be made under Section 7.04; (gC) transactions with consultants, customers, clients, suppliers, lessees 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; (h) transactions effected as a part of a Qualified Receivables Transaction and any Permitted Refinancing thereof; (i) Investments permitted under Sections 7.06(c), (o), and (p); (j) the issuances of Equity Interests or other securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by a majority of the Board of Directors of the Company or majority of disinterested members of the Board of Directors or other similar governing body of Company or the applicable Restricted Subsidiary, (D) transactions permitted under Sections 8.3, 8.5 and 8.7, (E) the payment by Xxxxx Insurance, Ltd. to Holdings of insurance settlement amounts received, (F) any direct transaction between or indirect parent company of a Subsidiary of the among Holdings, Company, any Borrower or any other Restricted Subsidiary, subject to the restrictions of Section 8.9(ii) below, and (G) any agreements in existence on the Closing Date and disclosed in the Form 10-K or the Form 10-Q or otherwise set forth on Schedule 8.9 hereto (as appropriatesuch agreements may be amended, modified, restated, renewed, supplemented, refunded, replaced, refinanced or otherwise continued in effect, in good faith; all cases, on terms no less favorable to such Borrower or such Restricted Subsidiaries than on the date of this Agreement). (kii) Except any employment or consulting agreementtransactions expressly permitted hereunder, incentive agreementCompany and Borrowers shall not, employee benefit plan, severance agreement, stock option or stock ownership plan, or any similar arrangement entered into by the Company or and shall not permit any of its or their Restricted Subsidiaries in to, directly or indirectly, enter into or permit to exist any transaction (including the ordinary course purchase, sale, lease or exchange or any property or the rendering of business approved by any service) between such Person and Holdings that is materially adverse to the Board of Directors interests of the Company, and payments, awards, grants or issuances of Capital Stock or other securities pursuant thereto; (l) any transaction with a Person in its capacity as a holder of Indebtedness or Equity Interests of the Company or any of its Subsidiaries where such Person is treated no more favorably than the other holders of Indebtedness or Equity Interests of the Company or any of its Subsidiaries, (m) entering into, making payments pursuant to and otherwise performing an indemnification and contribution agreement in favor of any Person and each Person who is or becomes a director, officer, agent or employee of the Company or any of its Subsidiaries, in respect of liabilities (i) arising under the Securities Act, the Exchange Act and any other applicable securities laws or otherwise, in connection with any offering of securities by the Company, (ii) incurred to third parties for any action or failure to act of the Company or any of its Subsidiaries, predecessors or successors, (iii) arising out of the fact that any indemnitee was or is a director, officer, agent or employee of the Company or any of its Subsidiaries, or is or was serving at the request of any such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise or (iv) to the fullest extent permitted by Delaware or other applicable state law, arising out of any breach or alleged breach by such indemnitee of his or her fiduciary duty as a director or officer of the Company or any of its Subsidiaries and (n) any transaction to effect and/or in furtherance of the Reorganization. For purposes of this Section 7.10, any transaction with any Affiliate shall be deemed to have satisfied the standard set forth in the first sentence hereof if such transaction shall be approved (in form and substance reasonably satisfactory to the Administrative Agent) by a nationally recognized expert with expertise in appraising the terms and conditions of the type of transaction for which approval is required (for the avoidance of doubt, however, no such approval shall be required)Lenders.

Transactions with Shareholders and Affiliates. No Loan Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction involving aggregate consideration in excess of $10,000,000 (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 10% or more of any class of Capital Stock of Company or any of its Subsidiaries or with any Affiliate of the Company or of any such holder, on terms that are less favorable to the Company or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between the Company and any of its Subsidiaries or among Subsidiaries of the CompanyGuarantor Subsidiary; (b) reasonable and customary fees paid and options granted to members of the Board board of Directors directors (or similar governing body) of the Company and its SubsidiariesSubsidiaries that are approved by the board of directors of Company or such Subsidiary (or a committee thereof); (c) compensation or fees toarrangements (including employment agreements, or the provision of benefits option agreements and restricted stock agreements) for officers, consultants officers and former consultants, directors and other employees of the Company and its Subsidiaries entered into in the ordinary course of business that are approved by the board of directors of Company or such Subsidiary (including, without limitation, loans and advances permitted under Section 7.06(i)or a committee thereof); (d) transactions or arrangements described in Schedule 7.10 or any renewals or extensions of any such agreements (so long as such renewals or extensions are not less favorable in any material 6.12, including, with respect to the Company officers or its Subsidiaries); (e) (i) any directors of Company, only those transactions between a Loan Party and any Person that is an Affiliate solely because a director of such Person is also a director of a Loan Party, so long as such director abstains from voting as a director of such Loan Party in any matter involving such Person and (ii) any transactions with a Person that is an Affiliate of the Company (other than a Subsidiary) solely because the Company or any Subsidiary owns Equity Interests in such Person; (f) Restricted Junior Payments permitted to be made under Section 7.04; (g) transactions with consultants, customers, clients, suppliers, lessees or purchasers or sellers of goods or services, in each case not in the ordinary course of business and otherwise not on arms’ length terms; (e) any payments permitted under Section 6.5; (f) loans to employees, directors, officers, shareholders or agents to the extent permitted under Section 6.7(f) ; (g) Investments in compliance with any Credit Party or other Subsidiaries existing on the terms of this Agreement; Closing Date, and (h) transactions effected as a part of a Qualified Receivables Transaction Investments (including Permitted Acquisitions) permitted under Section 6.7(e) and any Permitted Refinancing thereof; (ig) Investments permitted under Sections 7.06(c), (o), and (p); (j) the issuances of Equity Interests or other securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by on terms that are not less favorable to Company than those that might be obtained from a majority of the Board of Directors of the Company or majority of disinterested members of the Board of Directors or any direct or indirect parent company of a Subsidiary of the Company, as appropriate, in good faith; (k) any employment or consulting agreement, incentive agreement, employee benefit plan, severance agreement, stock option or stock ownership plan, or any similar arrangement entered into by the Company or any of its Subsidiaries in the ordinary course of business approved by the Board of Directors of the Company, and payments, awards, grants or issuances of Capital Stock or other securities pursuant thereto; (l) any transaction with a Person in its capacity as a holder of Indebtedness or Equity Interests of the Company or any of its Subsidiaries where such Person is treated no more favorably than the other holders of Indebtedness or Equity Interests of the Company or any of its Subsidiaries, (m) entering into, making payments pursuant to and otherwise performing an indemnification and contribution agreement in favor of any Person and each Person who is or becomes a director, officer, agent or employee of the Company or any of its Subsidiaries, in respect of liabilities (i) arising under the Securities Act, the Exchange Act and any other applicable securities laws or otherwise, in connection with any offering of securities by the Company, (ii) incurred to third parties for any action or failure to act of the Company or any of its Subsidiaries, predecessors or successors, (iii) arising out of the fact that any indemnitee was or is a director, officer, agent or employee of the Company or any of its Subsidiaries, or is or was serving at the request of any such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise or (iv) to the fullest extent permitted by Delaware or other applicable state law, arising out of any breach or alleged breach by such indemnitee of his or her fiduciary duty as a director or officer of the Company or any of its Subsidiaries and (n) any transaction to effect and/or in furtherance of the Reorganization. For purposes of this Section 7.10, any transaction with any Affiliate shall be deemed to have satisfied the standard set forth in the first sentence hereof if such transaction shall be approved (in form and substance reasonably satisfactory to the Administrative Agent) by a nationally recognized expert with expertise in appraising the terms and conditions of the type of transaction for which approval is required (for the avoidance of doubt, however, no such approval shall be required)not an Affiliate.

Transactions with Shareholders and Affiliates. No Loan Party shallCompany shall not, nor and shall it not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction involving aggregate consideration in excess of $10,000,000 (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company Company, on terms that are less favorable to the Company or that SubsidiarySubsidiary in any material respect, taken as a whole, as the case may be, than those that might be would have been obtained at the time from a Person Persons who is are not such a holder or an Affiliate; provided, provided that the foregoing restriction shall not apply to to: (ai) any transaction between the Company and any of its wholly-owned Subsidiaries or among Subsidiaries between any of the Company; (b) customary fees paid to members of the Board of Directors (or similar governing body) of the Company and its wholly-owned Subsidiaries; (c) compensation or fees to, or the provision of benefits for officers, consultants and former consultants, directors and employees of the Company and its Subsidiaries entered into in the ordinary course of business (including, without limitation, loans and advances permitted under Section 7.06(i)); (d) transactions or arrangements described in Schedule 7.10 or any renewals or extensions of any such agreements (so long as such renewals or extensions are not less favorable in any material respect to the Company or its Subsidiaries); (e) (i) any transactions between a Loan Party and any Person that is an Affiliate solely because a director of such Person is also a director of a Loan Party, so long as such director abstains from voting as a director of such Loan Party in any matter involving such Person and ; (ii) any transactions with a Person that is an Affiliate indemnification payments (including reimbursement of the Company (other than a Subsidiaryfees and expenses) solely because the to officers, directors, employees or consultants of Company or any Subsidiary owns Equity Interests in such Person; of its Subsidiaries; (fiii) any Restricted Junior Payments Payment permitted to be made under Section 7.04; by subsection 7.5; (g) transactions with consultants, customers, clients, suppliers, lessees 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; (h) transactions effected as a part of a Qualified Receivables Transaction and any Permitted Refinancing thereof; (iiv) Investments permitted under Sections 7.06(c), by subsection 7.3; (o), and v) any transaction involving consideration of $2,000,000 or less per annum; (p); (j) the issuances of Equity Interests or other securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by a majority of the Board of Directors of the Company or majority of disinterested members of the Board of Directors or any direct or indirect parent company of a Subsidiary of the Company, as appropriate, in good faith; (kvi) any employment or consulting agreement, incentive agreement, employee benefit plan, severance agreement, stock option officer or stock ownership plan, director indemnification agreement or any similar arrangement entered into by the Company or any of its Subsidiaries in the ordinary course of business approved by the Board of Directors of the Company, and payments, awards, grants payments or issuances of Capital Stock or other securities pursuant thereto; (l) any transaction with a Person in its capacity as a holder of Indebtedness or Equity Interests of the United Online pursuant thereto; (vii) any tax sharing agreements of Company or any of its Subsidiaries where such Person is treated no more favorably than entered into with United Online and any of its Subsidiaries providing for Company and its Subsidiaries to pay the other holders portion of Indebtedness United Online’s consolidated taxes directly attributed to Holdings, Company and its Subsidiaries; (viii) the existence of, or Equity Interests the performance by Company or any its Subsidiaries of its obligations under the terms of, the Merger Agreement; and (ix) marketing, advertising and cross promotional arrangements regarding the promotion and sale of the products and services of Company or any of its Subsidiaries, (m) entering intoon one side, making payments pursuant to and otherwise performing an indemnification the promotion and contribution agreement in favor of any Person and each Person who is or becomes a director, officer, agent or employee sale of the Company products and services of United Online or any of its Subsidiaries, in on the other side, provided (a) with respect of liabilities (i) arising under the Securities Actto such marketing, advertising and cross promotional arrangements provided by Company and its Subsidiaries, the Exchange Act amounts paid to Company and its Subsidiaries shall be at least equal to the out-of-pockets cost incurred by Company and its Subsidiaries and shall not exceed $15,000,000 in any other applicable securities laws calendar year and (b) with respect to marketing, advertising and cross promotional arrangements provided to Company and its Subsidiaries, the amount paid by Company and its Subsidiaries shall be reasonable in the good faith judgment of Company taking into account all relevant factors including the market value of the benefit received by Company and the market value of such promotions, products or otherwise, services to the extent ascertainable and shall not exceed $15,000,000 in any calender year; (x) agreements in connection with any offering of securities by the Company, RSU Payments; and (iixi) incurred to third parties for any action or failure to act of the Company or any of its Subsidiaries, predecessors or successors, (iii) arising out of the fact that any indemnitee was or is a director, officer, agent or employee of the Company or any of its Subsidiaries, or is or was serving at the request of any such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise or (iv) to the fullest extent permitted by Delaware or other applicable state law, arising out of any breach or alleged breach by such indemnitee of his or her fiduciary duty as a director or officer of the Company or any of agreements between United Online and its Subsidiaries (other than the Loan Parties and (ntheir Subsidiaries) any transaction on the one hand, and the Loan Parties, on the other hand, with respect to effect and/or in furtherance good faith allocations of the Reorganization. For purposes of this Section 7.10expenses relating to, any transaction with any Affiliate shall be deemed to have satisfied the standard set forth in the first sentence hereof if such transaction shall be approved (in form and substance reasonably satisfactory to the Administrative Agent) by a nationally recognized expert with expertise in appraising the terms cost sharing arrangements relating to, general and conditions of the type of transaction for which approval is required (for the avoidance of doubt, however, no such approval shall be required)administrative matters.

Transactions with Shareholders and Affiliates. No Loan Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction involving aggregate consideration in excess of $10,000,000 (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company Lux 1 on terms that are less favorable to the Company Lux 1 or that Subsidiary, as the case may be, than those that might be obtained at the time in a comparable arm’s-length transaction from a Person who is not such a holder or Affiliatean Affiliate of Lux 1; provided, the foregoing restriction shall not apply to to: (a) any transaction between the Company or among Credit Parties; (b) any transaction between or among Lux 1 and any of its Subsidiaries (other than Holdings or among Subsidiaries any Subsidiary of the Company; Holdings); (bc) reasonable and customary fees and expense reimbursements paid to members of the Board board of Directors directors (or similar governing body) of the Company TPG Hattrick Holdco, LLC and its Subsidiaries; Subsidiaries (cother than any such fees paid to members of the board of directors or similar governing body of TPG Hattrick Holdco, LLC and any of its Subsidiaries that are officers or employees of such Person or that are officers or employees of an Affiliate of such Person); (d) compensation or fees toarrangements (including retirement, or the provision of benefits health, stock option and other benefit plans) and indemnification arrangements for officersdirectors, consultants officers and former consultants, directors and other employees of the Company Lux 1 and its Subsidiaries entered into in the ordinary course of business business; (including, without limitation, loans and advances e) Investments permitted under Section 7.06(i)); by clause (d), (e) transactions and (f) of Section 6.6 and Restricted Junior Payments permitted by Section 6.4; (f) Asset Sales permitted by clause (m) of Section 6.8; (g) issuances of Qualified Equity Interests of Lux 1 permitted by Section 6.9; (h) any transaction with an Affiliate where the only consideration paid is Qualified Equity Interests of Lux 1; (i) payments of regular management fees and out-of-pocket expenses to Sponsor in the amounts and at the times specified in the Monitoring Agreement (as in effect on the Closing Date or arrangements described as thereafter replaced, amended, supplemented or otherwise modified in Schedule 7.10 any manner, that (x) does not increase the aggregate amount of such payments or any renewals or extensions of any accelerate the dates on which such agreements payments are due and (so long y), when taken as such renewals or extensions a whole, are not less favorable more adverse to the interests of the Lenders in any material respect than such agreement as it was in effect on the Closing Date) (A) that have accrued on or prior to the Company or its SubsidiariesClosing Date and that are paid on the Closing Date; provided that such accrued management fees and out-of-pocket expenses paid on the Closing Date shall not exceed $3,250,000 and (B) that become due and payable subsequent to the Closing Date; provided that, in the case of clause (B); (e) , (i) any transactions between a Loan Party no Default under clauses (a), (f) or (g) of Section 8.1 or Event of Default shall have occurred and any Person that is an Affiliate solely because a director be continuing at the time of such Person is also a director of a Loan Party, so long as such director abstains payment or would result from voting as a director the making of such Loan Party in any matter involving such Person and payment, (ii) the payment of regular management fees to Sponsor shall in no event exceed $2,000,000 in any transactions with a Person Fiscal Year plus the accrued amount of any such regular management fees accrued after the Closing Date that is an Affiliate of the Company (other than a Subsidiary) solely because the Company or any Subsidiary owns Equity Interests in such Person; (f) Restricted Junior Payments were not previously permitted to be made under to Sponsor pursuant to this Section 7.04; 6.11, (giii) transactions with consultantsthe payment of out-of-pocket expenses to Sponsor shall in no event exceed $50,000 in any Fiscal Year plus the accrued amount of any such out-of-pocket expenses not previously permitted to be made to Sponsor pursuant to this Section 6.11, customers(iv) no such payments shall be made at any time unless the aggregate Unrestricted Cash of Lux 1 and its Subsidiaries will be greater than $40,000,000 on a pro forma basis after giving effect to such payments, clients, suppliers, lessees or purchasers or sellers and (v) the payment of goods or services, in each case in such amounts shall be subordinated to the ordinary course of business and otherwise in compliance with Obligations pursuant to the terms of this the Management Fee Subordination Agreement; (h) transactions effected as a part of a Qualified Receivables Transaction and any Permitted Refinancing thereof; (i) Investments permitted under Sections 7.06(c), (o), and (p); ; (j) transactions pursuant to the issuances of Equity Interests or other securities or other paymentsCredit Documents, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by a majority consummation of the Board Transactions and payment of Directors of Transaction Costs (including with respect to this Agreement and the Company or majority of disinterested members of the Board of Directors or any direct or indirect parent company of a Subsidiary of the Company, as appropriate, in good faith; Senior Loan Agreement); (k) any employment or consulting agreementthat certain Distributor Agreement, incentive agreementdated as of June 1, employee benefit plan2004, severance agreementby and between Borrower and Insulectro, stock option or stock ownership plan, or any similar arrangement entered into by the Company or any a California corporation; (l) sales of inventory among Lux 1 and its Subsidiaries in the ordinary course of business approved by and consistent with past practices; (m) the Board of Directors of the Companyexistence of, and payments, awards, grants or issuances of Capital Stock or other securities pursuant thereto; (l) any transaction with a Person in its capacity as a holder of Indebtedness or Equity Interests of the Company performance by Lux 1 or any of its Subsidiaries where such Person is treated no more favorably than the other holders of Indebtedness or Equity Interests of the Company or any of its Subsidiaries, (m) entering into, making payments pursuant to and otherwise performing an indemnification and contribution agreement in favor of any Person and each Person who is or becomes a director, officer, agent or employee of the Company or any of its Subsidiaries, in respect of liabilities (i) arising respective obligations under the Securities Actterms of, the Exchange Act and any limited liability company, limited partnership or other applicable securities laws Organizational Document or otherwise, in connection with securityholders agreement (including any offering of securities by the Company, (iiregistration rights agreement or purchase agreement related thereto) incurred to third parties for any action or failure to act of the Company or any of its Subsidiaries, predecessors or successors, (iii) arising out of the fact that any indemnitee was or which it is a directorparty on the Closing Date, officerand which has been disclosed to the Lenders, agent or employee of as in effect on the Company or any of its SubsidiariesClosing Date, and similar agreements that it may enter into thereafter; provided, however, that the existence of, or is or was serving at the request of any such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise or (iv) to the fullest extent permitted performance by Delaware or other applicable state law, arising out of any breach or alleged breach by such indemnitee of his or her fiduciary duty as a director or officer of the Company Lux 1 or any of its Subsidiaries 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 6.11(m) to the extent not more adverse to the interest of the Lenders in any material respect, when taken as a whole, than any of such documents and agreements as in effect on the Closing Date; and (n) any transaction to effect and/or transactions described in furtherance of the Reorganization. For purposes of this Section 7.10, any transaction with any Affiliate shall be deemed to have satisfied the standard set forth in the first sentence hereof if such transaction shall be approved (in form and substance reasonably satisfactory to the Administrative Agent) by a nationally recognized expert with expertise in appraising the terms and conditions of the type of transaction for which approval is required (for the avoidance of doubt, however, no such approval shall be required)Schedule 6.11.

Transactions with Shareholders and Affiliates. No Loan Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction involving aggregate consideration in excess of $10,000,000 5,000,000 (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company on terms that are less favorable to the Company or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between the Company and any of its Subsidiaries or among Subsidiaries of the Company; (b) customary fees paid to members of the Board of Directors (or similar governing body) of the Company and its Subsidiaries; (c) compensation or fees to, or the provision of benefits for officers, consultants and former consultants, directors and employees of the Company and its Subsidiaries entered into in the ordinary course of business (including, without limitation, loans and advances permitted under Section 7.06(i)); (d) transactions or arrangements described in Schedule 7.10 or any renewals or extensions of any such agreements (so long as such renewals or extensions are not less favorable in any material respect to the Company or its Subsidiaries); (e) (i) any transactions between a Loan Party and any Person that is an Affiliate solely because a director of such Person is also a director of a Loan Party, so long as such director abstains from voting as a director of such Loan Party in any matter involving such Person and (ii) any transactions with a Person that is an Affiliate of the Company (other than a Subsidiary) solely because the Company or any Subsidiary owns Equity Interests in such Person; (f) Restricted Junior Payments permitted to be made under Section 7.04; (g) transactions with consultants, customers, clients, suppliers, lessees 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; (h) transactions effected as a part of a Qualified Receivables Transaction and any Permitted Refinancing thereof; (i) Investments permitted under Sections 7.06(c), (o), and (p); (j) the issuances of Equity Interests or other securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by a majority of the Board of Directors of the Company or majority of disinterested members of the Board of Directors or any direct or indirect parent company of a Subsidiary of the Company, as appropriate, in good faith; (k) any employment or consulting agreement, incentive agreement, employee benefit plan, severance agreement, stock option or stock ownership plan, or any similar arrangement entered into by the Company or any of its Subsidiaries in the ordinary course of business approved by the Board of Directors of the Company, and payments, awards, grants or issuances of Capital Stock or other securities pursuant thereto; (l) any transaction with a Person in its capacity as a holder of Indebtedness or Equity Interests of the Company or any of its Subsidiaries where such Person is treated no more favorably than the other holders of Indebtedness or Equity Interests of the Company or any of its Subsidiaries, (m) entering into, making payments pursuant to and otherwise performing an indemnification and contribution agreement in favor of any Person and each Person who is or becomes a director, officer, agent or employee of the Company or any of its Subsidiaries, in respect of liabilities (i) arising under the Securities Act, the Exchange Act and any other applicable securities laws or otherwise, in connection with any offering of securities by the Company, (ii) incurred to third parties for any action or failure to act of the Company or any of its Subsidiaries, predecessors or successors, (iii) arising out of the fact that any indemnitee was or is a director, officer, agent or employee of the Company or any of its Subsidiaries, or is or was serving at the request of any such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise or (iv) to the fullest extent permitted by Delaware or other applicable state law, arising out of any breach or alleged breach by such indemnitee of his or her fiduciary duty as a director or officer of the Company or any of its Subsidiaries and (n) any transaction to effect and/or in furtherance of the Reorganization. For purposes of this Section 7.10, any transaction with any Affiliate shall be deemed to have satisfied the standard set forth in the first sentence hereof if such transaction shall be approved (in form and substance reasonably satisfactory to the Administrative Agent) by a nationally recognized expert with expertise in appraising the terms and conditions of the type of transaction for which approval is required (for the avoidance of doubt, however, no such approval shall be required).

Transactions with Shareholders and Affiliates. No Loan Party shallChipPAC shall not, nor and shall it not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction involving aggregate consideration in excess of $10,000,000 (including including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of equity Securities of ChipPAC or such Subsidiary or with any Affiliate of the Company ChipPAC or of any such Subsidiary or holder involving consideration in excess of $1,500,000, on terms that are less favorable to the Company ChipPAC or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person Persons who is are not such a holder or Affiliate; provided, provided that the foregoing restriction -------- shall not apply to (ai) any transaction transactions between the Company ChipPAC and any of its Subsidiaries Subsidiary or among Subsidiaries of the Companybetween Subsidiaries; (bii) reasonable and customary fees paid to members of the Board boards of Directors (or similar governing body) directors of the Company ChipPAC and its Subsidiaries; (ciii) compensation or management and one- time transaction (acquisitions, divestitures and financings) fees topaid by ChipPAC pursuant to the Sponsor Advisory Services Agreements, plus reasonable ---- out-of-pocket expenses related thereto; provided, in no event shall any -------- management fees be paid (but may accrue) under the Sponsor Advisory Services Agreements at any time an Event of Default under any of subsection 8.1, 8.6, or the provision 8.7 has occurred and is continuing; (iv) loans and advances permitted to be made under subsections 7.3(vi) or (ix); (v) Restricted Payments permitted to be made under subsection 7.5; (vi) issuance of benefits for officerscapital stock and/or grants of stock 110 options to any Affiliates, including employees and consultants of ChipPAC pursuant to employment or consulting arrangements; (vii) employment and former consultants, directors and employees of the Company and its Subsidiaries consulting arrangements entered into in the ordinary course of business business; (including, without limitation, loans and advances permitted viii) the Recapitalization Transactions (including performance under Section 7.06(i)the terms of the Transaction Documents); (dix) transactions or arrangements described in Schedule 7.10 any agreement with ChipPAC or any renewals Subsidiary as in effect on the Closing Date or extensions of any such agreements amendment or replacement thereto or any transaction contemplated thereby (including pursuant to any amendment or replacement thereto) so long as any amendment or replacement agreement is not more disadvantageous to ChipPAC or such renewals or extensions are not less favorable Subsidiary in any material respect to than the Company or its Subsidiaries)original agreement as in effect on the Closing Date; (e) (i) any transactions between a Loan Party and any Person that is an Affiliate solely because a director of such Person is also a director of a Loan Party, so long as such director abstains from voting as a director of such Loan Party in any matter involving such Person and (ii) any transactions with a Person that is an Affiliate of the Company (other than a Subsidiary) solely because the Company or any Subsidiary owns Equity Interests in such Person; (f) Restricted Junior Payments permitted to be made under Section 7.04; (gx) transactions with consultants, customers, clients, suppliers, lessees joint venture partners or purchasers or sellers of goods or services, in each case in the ordinary course of business (including, without limitation, pursuant to joint venture agreements) and otherwise in compliance with the terms of this Agreement; (h) transactions effected as a part of a Qualified Receivables Transaction Agreement which are fair to ChipPAC and any Permitted Refinancing thereof; (i) Investments permitted under Sections 7.06(c), (o), and (p); (j) the issuances of Equity Interests or other securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by a majority of the Board of Directors of the Company or majority of disinterested members of the Board of Directors or any direct or indirect parent company of a Subsidiary of the Company, as appropriate, in good faith; (k) any employment or consulting agreement, incentive agreement, employee benefit plan, severance agreement, stock option or stock ownership plan, or any similar arrangement entered into by the Company or any of its Subsidiaries in the ordinary course of business approved by the Board of Directors of the Company, and payments, awards, grants or issuances of Capital Stock or other securities pursuant thereto; (l) any transaction with a Person in its capacity as a holder of Indebtedness or Equity Interests of the Company or any of its Subsidiaries where such Person is treated no more favorably than the other holders of Indebtedness or Equity Interests of the Company or any of its Subsidiaries, (m) entering into, making payments pursuant to and otherwise performing an indemnification and contribution agreement in favor of any Person and each Person who is or becomes a director, officer, agent or employee of the Company or any of its Subsidiaries, in respect of liabilities (i) arising under the Securities Act, the Exchange Act and any other applicable securities laws or otherwise, in connection with any offering of securities by the Company, (ii) incurred to third parties for any action or failure to act reasonable determination of the Company applicable board of directors or any of its Subsidiaries, predecessors or successors, (iii) arising out of the fact that any indemnitee was or is a director, officer, agent or employee of the Company or any of its Subsidiariessenior management thereof, or is or was serving are on terms at the request of any least as favorable as might reasonably have been obtained at such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise or (iv) to the fullest extent permitted by Delaware or other applicable state law, arising out of any breach or alleged breach by such indemnitee of his or her fiduciary duty as a director or officer of the Company or any of its Subsidiaries and (n) any transaction to effect and/or in furtherance of the Reorganization. For purposes of this Section 7.10, any transaction with any Affiliate shall be deemed to have satisfied the standard set forth in the first sentence hereof if such transaction shall be approved (in form and substance reasonably satisfactory to the Administrative Agent) by a nationally recognized expert with expertise in appraising the terms and conditions of the type of transaction for which approval is required (for the avoidance of doubt, however, no such approval shall be required)time from an unaffiliated party.

Transactions with Shareholders and Affiliates. No Loan Party shall141 ChipPAC shall not, nor and shall it not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction involving aggregate consideration in excess of $10,000,000 (including including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of equity Securities of ChipPAC or such Subsidiary or with any Affiliate of the Company ChipPAC or of any such Subsidiary or holder involving consideration in excess of $1,500,000, on terms that are less favorable to the Company ChipPAC or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person Persons who is are not such a holder or Affiliate; provided, provided that the foregoing restriction -------- shall not apply to (ai) any transaction transactions between the Company ChipPAC and any of its Subsidiaries Subsidiary or among Subsidiaries of the Companybetween Subsidiaries; (bii) reasonable and customary fees paid to members of the Board boards of Directors (or similar governing body) directors of the Company ChipPAC and its Subsidiaries; (ciii) compensation or management and one- time transaction (acquisitions, divestitures and financings) fees topaid by ChipPAC pursuant to the Sponsor Advisory Services Agreements, plus reasonable ---- out-of-pocket expenses related thereto; provided, in no event shall any -------- management fees be paid (but may accrue) under the Sponsor Advisory Services Agreements at any time an Event of Default under any of subsection 8.1, 8.6, or the provision 8.7 has occurred and is continuing; (iv) loans and advances permitted to be made under subsections 7.3(vi) or (ix); (v) Restricted Payments permitted to be made under subsection 7.5; (vi) issuance of benefits for officerscapital stock and/or grants of stock options to any Affiliates, including employees and consultants of ChipPAC pursuant to employment or consulting arrangements; (vii) employment and former consultants, directors and employees of the Company and its Subsidiaries consulting arrangements entered into in the ordinary course of business business; (including, without limitation, loans and advances permitted viii) the Recapitalization Transactions (including performance under Section 7.06(i)the terms of the Transaction Documents); (dix) transactions or arrangements described in Schedule 7.10 the Purchase (including performance under the terms of the Purchase Transactions Documents); (x) any agreement with ChipPAC or any renewals Subsidiary as in effect on the Restatement Effective Date or extensions of any such agreements amendment or replacement thereto or any transaction contemplated thereby (including pursuant to any amendment or replacement thereto) so long as any amendment or replacement agreement is not more disadvantageous to ChipPAC or such renewals or extensions are not less favorable Subsidiary in any material respect to than the Company or its Subsidiaries)original agreement as in effect on the Restatement Effective Date; (e) (i) any transactions between a Loan Party and any Person that is an Affiliate solely because a director of such Person is also a director of a Loan Party, so long as such director abstains from voting as a director of such Loan Party in any matter involving such Person and (ii) any transactions with a Person that is an Affiliate of the Company (other than a Subsidiary) solely because the Company or any Subsidiary owns Equity Interests in such Person; (f) Restricted Junior Payments permitted to be made under Section 7.04; (gxi) transactions with consultants, customers, clients, suppliers, lessees joint venture partners or purchasers or sellers of goods or services, in each case in the ordinary course of business (including, without limitation, pursuant to joint venture agreements) and otherwise in compliance with the terms of this Agreement; (h) transactions effected as a part of a Qualified Receivables Transaction Agreement which are fair to ChipPAC and any Permitted Refinancing thereof; (i) Investments permitted under Sections 7.06(c), (o), and (p); (j) the issuances of Equity Interests or other securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by a majority of the Board of Directors of the Company or majority of disinterested members of the Board of Directors or any direct or indirect parent company of a Subsidiary of the Company, as appropriate, in good faith; (k) any employment or consulting agreement, incentive agreement, employee benefit plan, severance agreement, stock option or stock ownership plan, or any similar arrangement entered into by the Company or any of its Subsidiaries in the ordinary course of business approved by the Board of Directors of the Company, and payments, awards, grants or issuances of Capital Stock or other securities pursuant thereto; (l) any transaction with a Person in its capacity as a holder of Indebtedness or Equity Interests of the Company or any of its Subsidiaries where such Person is treated no more favorably than the other holders of Indebtedness or Equity Interests of the Company or any of its Subsidiaries, (m) entering into, making payments pursuant to and otherwise performing an indemnification and contribution agreement in favor of any Person and each Person who is or becomes a director, officer, agent or employee of the Company or any of its Subsidiaries, in respect of liabilities (i) arising under the Securities Act, the Exchange Act and any other applicable securities laws or otherwise, in connection with any offering of securities by the Company, (ii) incurred to third parties for any action or failure to act reasonable determination of the Company applicable board of directors or any of its Subsidiaries, predecessors or successors, (iii) arising out of the fact that any indemnitee was or is a director, officer, agent or employee of the Company or any of its Subsidiariessenior management thereof, or is or was serving are on terms at the request of any least as favorable as might reasonably have been obtained at such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise or (iv) to the fullest extent permitted by Delaware or other applicable state law, arising out of any breach or alleged breach by such indemnitee of his or her fiduciary duty as a director or officer of the Company or any of its Subsidiaries and (n) any transaction to effect and/or in furtherance of the Reorganization. For purposes of this Section 7.10, any transaction with any Affiliate shall be deemed to have satisfied the standard set forth in the first sentence hereof if such transaction shall be approved (in form and substance reasonably satisfactory to the Administrative Agent) by a nationally recognized expert with expertise in appraising the terms and conditions of the type of transaction for which approval is required (for the avoidance of doubt, however, no such approval shall be required)time from an unaffiliated party.

Transactions with Shareholders and Affiliates. No Loan Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction involving aggregate consideration in excess of $10,000,000 (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of Capital Stock of Company or any of its Subsidiaries or with any Affiliate of the Company or of any such holder, on terms that are less favorable to the Company or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between the Company and any of its Subsidiaries or among Subsidiaries of the CompanyGuarantor Subsidiary (other than RP Sub No. 1); (b) reasonable and customary fees paid and options granted to members of the Board board of Directors directors (or similar governing body) of the Company and its SubsidiariesSubsidiaries that are approved by the board of directors of Company or such Subsidiary (or a committee thereof); (c) compensation or fees toarrangements (including employment agreements, or the provision of benefits option agreements and restricted stock agreements) for officers, consultants officers and former consultants, directors and other employees of the Company and its Subsidiaries entered into in the ordinary course of business that are approved by the board of directors of Company or such Subsidiary (including, without limitation, loans and advances permitted under Section 7.06(i)or a committee thereof); (d) transactions or arrangements described in Schedule 7.10 or any renewals or extensions of any such agreements (so long as such renewals or extensions are not less favorable in any material 6.12, including, with respect to the Company officers or its Subsidiaries); (e) (i) any directors of Company, only those transactions between a Loan Party and any Person that is an Affiliate solely because a director of such Person is also a director of a Loan Party, so long as such director abstains from voting as a director of such Loan Party in any matter involving such Person and (ii) any transactions with a Person that is an Affiliate of the Company (other than a Subsidiary) solely because the Company or any Subsidiary owns Equity Interests in such Person; (f) Restricted Junior Payments permitted to be made under Section 7.04; (g) transactions with consultants, customers, clients, suppliers, lessees or purchasers or sellers of goods or services, in each case not in the ordinary course of business and otherwise not on arms’-length terms; (e) any payments permitted under Section 6.5; (f) loans to employees, directors, officers, shareholders or agents to the extent permitted under Section 6.7(f); (g) Investments in compliance with any Credit Party or other Subsidiaries existing on the terms of this Agreement; Closing Date, and (h) transactions effected as a part of a Qualified Receivables Transaction and any Investments (including Permitted Refinancing thereof; (iAcquisitions) Investments permitted under Sections 7.06(c), (o), Section 6.7(e) and (p); (jg) to the issuances of Equity Interests or other securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by a majority of the Board of Directors of the Company or majority of disinterested members of the Board of Directors or any direct or indirect parent company of a Subsidiary of the Company, as appropriate, in good faith; (k) any employment or consulting agreement, incentive agreement, employee benefit plan, severance agreement, stock option or stock ownership plan, or any similar arrangement entered into by the Company or any of its Subsidiaries in the ordinary course of business extent that such Investment is approved by the Board board of Directors directors of the Company, and payments, awards, grants or issuances of Capital Stock or other securities pursuant thereto; (l) any transaction with Company as being on terms that are not less favorable to Company than those that might be obtained from a Person in its capacity as a holder of Indebtedness or Equity Interests of the Company or any of its Subsidiaries where such Person is treated no more favorably than the other holders of Indebtedness or Equity Interests of the Company or any of its Subsidiaries, (m) entering into, making payments pursuant to and otherwise performing an indemnification and contribution agreement in favor of any Person and each Person who is or becomes a director, officer, agent or employee of the Company or any of its Subsidiaries, in respect of liabilities (i) arising under the Securities Act, the Exchange Act and any other applicable securities laws or otherwise, in connection with any offering of securities by the Company, (ii) incurred to third parties for any action or failure to act of the Company or any of its Subsidiaries, predecessors or successors, (iii) arising out of the fact that any indemnitee was or is a director, officer, agent or employee of the Company or any of its Subsidiaries, or is or was serving at the request of any such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise or (iv) to the fullest extent permitted by Delaware or other applicable state law, arising out of any breach or alleged breach by such indemnitee of his or her fiduciary duty as a director or officer of the Company or any of its Subsidiaries and (n) any transaction to effect and/or in furtherance of the Reorganization. For purposes of this Section 7.10, any transaction with any Affiliate shall be deemed to have satisfied the standard set forth in the first sentence hereof if such transaction shall be approved (in form and substance reasonably satisfactory to the Administrative Agent) by a nationally recognized expert with expertise in appraising the terms and conditions of the type of transaction for which approval is required (for the avoidance of doubt, however, no such approval shall be required)not an Affiliate.

Transactions with Shareholders and Affiliates. No Loan Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction involving aggregate consideration in excess of $10,000,000 (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of Capital Stock of Company or any of its Subsidiaries or with any Affiliate of the Company or of any such holder, on terms that in the aggregate are less favorable to the Company or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between the Company and any of its Subsidiaries or among Subsidiaries of the CompanyGuarantor Subsidiary; (b) reasonable and customary fees paid to members of the Board board of Directors directors (or similar governing body) of the Company and its Subsidiaries; (c) employment, compensation or fees to, or the provision of benefits indemnification arrangements for officersdirectors, consultants or officers and former consultants, directors and other employees of the Company and its Subsidiaries entered into in the ordinary course of business (including, without limitation, loans and advances permitted under Section 7.06(i))business; (d) transactions loans or arrangements described in Schedule 7.10 or any renewals or extensions of any such agreements (so long as such renewals or extensions are not less favorable in any material respect advances to the Company or its Subsidiaries); (e) (i) any transactions between a Loan Party officers, directors, consultants and any Person that is an Affiliate solely because a director of such Person is also a director of a Loan Party, so long as such director abstains from voting as a director of such Loan Party in any matter involving such Person and (ii) any transactions with a Person that is an Affiliate of the Company (other than a Subsidiary) solely because the Company or any Subsidiary owns Equity Interests in such Person; (f) Restricted Junior Payments permitted to be made under Section 7.04; (g) transactions with consultants, customers, clients, suppliers, lessees or purchasers or sellers of goods or services, in each case employees in the ordinary course of business and or guarantees in respect thereof or otherwise made on their behalf (including any payments on such guarantees) in compliance with the terms of this Agreementan aggregate amount not to exceed at any time $3,000,000; (h) transactions effected as a part of a Qualified Receivables Transaction and any Permitted Refinancing thereof; (i) Investments permitted under Sections 7.06(c), (o), and (p); (je) the issuances of Equity Interests repurchase, redemption or other securities acquisition or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by a majority retirement for value of the Board of Directors of the Company or majority of disinterested members of the Board of Directors or any direct or indirect parent company of a Subsidiary of the Company, as appropriate, in good faith; (k) any employment or consulting agreement, incentive agreement, employee benefit plan, severance agreement, stock option or stock ownership plan, or any similar arrangement entered into by the Company or any of its Subsidiaries in the ordinary course of business approved by the Board of Directors of the Company, and payments, awards, grants or issuances of Capital Stock or other securities pursuant thereto; (l) any transaction with a Person in its capacity as a holder of Indebtedness or Equity Interests of the Company or any of its Subsidiaries where such Person is treated no more favorably than the other holders of Indebtedness or Equity Interests held by any member of the Company Company’s (or any of its Subsidiaries, (m’) entering into, making payments pursuant to and otherwise performing an indemnification and contribution agreement management at a price not in favor excess of $3,000,000 in any Person and each Person who is or becomes a director, officer, agent or employee twelve-month period plus the net proceeds of the Company key person life insurance policies received after the date of this Agreement (with amounts not used in any twelve-month period carried forward to the next twelve-month period); (f) the grant of options or similar rights to employees and directors of Company; (g) Restricted Junior Payments and Investments that are permitted by the provisions of Sections 6.5 or 6.7, respectively; and (h) transactions described in Schedule 6.12; provided, further, to the extent that any of its Subsidiaries, in respect of liabilities (i) arising under the Securities Act, the Exchange Act and any other applicable securities laws or otherwise, in connection with any offering of securities by the Company, (ii) incurred to third parties for any action or failure to act of the Company or any of its Subsidiaries, predecessors or successors, (iii) arising out of the fact that any indemnitee was or is a director, officer, agent or employee of the Company or any of its Subsidiaries, or is or was serving at the request of any such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise or (iv) to the fullest extent permitted by Delaware or other applicable state law, arising out of any breach or alleged breach by such indemnitee of his or her fiduciary duty as a director or officer of the Company or any of its Subsidiaries and (n) any transaction to effect and/or in furtherance of the Reorganization. For purposes of this Section 7.10, any transaction with any Affiliate shall be deemed to have satisfied the standard transactions set forth in the first sentence hereof if (d) through (f) above constitute Investments, such transaction transactions shall be approved (in form and substance reasonably satisfactory further subject to the Administrative Agent) by a nationally recognized expert with expertise Investment basket set forth in appraising the terms and conditions of the type of transaction for which approval is required (for the avoidance of doubt, however, no such approval shall be requiredSection 6.7(k).

Transactions with Shareholders and Affiliates. No Loan Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction involving aggregate consideration in excess of $10,000,000 (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of Capital Stock of Company or any of its Subsidiaries or with any Affiliate of the Company or of any such holder, on terms that are less favorable to the Company or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between the Company and any of its Subsidiaries or among Subsidiaries of the CompanyGuarantor Subsidiary (other than RP Sub No. 1); (b) reasonable and customary fees paid and options granted to members of the Board board of Directors directors (or similar governing body) of the Company and its SubsidiariesSubsidiaries that are approved by the board of directors of Company or such Subsidiary (or a committee thereof); (c) compensation or fees toarrangements (including employment agreements, or the provision of benefits option agreements and restricted stock agreements) for officers, consultants officers and former consultants, directors and other employees of the Company and its Subsidiaries entered into in the ordinary course of business that are approved by the board of directors of Company or such Subsidiary (including, without limitation, loans and advances permitted under Section 7.06(i)or a committee thereof); (d) transactions or arrangements described in Schedule 7.10 or any renewals or extensions of any such agreements (so long as such renewals or extensions are not less favorable in any material 6.12, including, with respect to the Company officers or its Subsidiaries); (e) (i) any directors of Company, only those transactions between a Loan Party and any Person that is an Affiliate solely because a director of such Person is also a director of a Loan Party, so long as such director abstains from voting as a director of such Loan Party in any matter involving such Person and (ii) any transactions with a Person that is an Affiliate of the Company (other than a Subsidiary) solely because the Company or any Subsidiary owns Equity Interests in such Person; (f) Restricted Junior Payments permitted to be made under Section 7.04; (g) transactions with consultants, customers, clients, suppliers, lessees or purchasers or sellers of goods or services, in each case not in the ordinary course of business and otherwise not on arms’-length terms; (e) any payments permitted under Section 6.5; (f) loans to employees, directors, officers, shareholders or agents to the extent permitted under Section 6.7(f); (g) Investments in compliance with any Credit Party or other Subsidiaries existing on the terms of this AgreementClosing Date; (h) transactions effected as a part of a Qualified Receivables Transaction entered into pursuant to or contemplated by the Third-Lien Loan Agreement, and any Permitted Refinancing thereof; (i) Investments (including Permitted Acquisitions) permitted under Sections 7.06(c), (o), Section 6.7(e) and (p); (jg) to the issuances of Equity Interests or other securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by a majority of the Board of Directors of the Company or majority of disinterested members of the Board of Directors or any direct or indirect parent company of a Subsidiary of the Company, as appropriate, in good faith; (k) any employment or consulting agreement, incentive agreement, employee benefit plan, severance agreement, stock option or stock ownership plan, or any similar arrangement entered into by the Company or any of its Subsidiaries in the ordinary course of business extent that such Investment is approved by the Board board of Directors directors of the Company, and payments, awards, grants or issuances of Capital Stock or other securities pursuant thereto; (l) any transaction with Company as being on terms that are not less favorable to Company than those that might be obtained from a Person in its capacity as a holder of Indebtedness or Equity Interests of the Company or any of its Subsidiaries where such Person is treated no more favorably than the other holders of Indebtedness or Equity Interests of the Company or any of its Subsidiaries, (m) entering into, making payments pursuant to and otherwise performing an indemnification and contribution agreement in favor of any Person and each Person who is or becomes a director, officer, agent or employee of the Company or any of its Subsidiaries, in respect of liabilities (i) arising under the Securities Act, the Exchange Act and any other applicable securities laws or otherwise, in connection with any offering of securities by the Company, (ii) incurred to third parties for any action or failure to act of the Company or any of its Subsidiaries, predecessors or successors, (iii) arising out of the fact that any indemnitee was or is a director, officer, agent or employee of the Company or any of its Subsidiaries, or is or was serving at the request of any such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise or (iv) to the fullest extent permitted by Delaware or other applicable state law, arising out of any breach or alleged breach by such indemnitee of his or her fiduciary duty as a director or officer of the Company or any of its Subsidiaries and (n) any transaction to effect and/or in furtherance of the Reorganization. For purposes of this Section 7.10, any transaction with any Affiliate shall be deemed to have satisfied the standard set forth in the first sentence hereof if such transaction shall be approved (in form and substance reasonably satisfactory to the Administrative Agent) by a nationally recognized expert with expertise in appraising the terms and conditions of the type of transaction for which approval is required (for the avoidance of doubt, however, no such approval shall be required)not an Affiliate.

Transactions with Shareholders and Affiliates. No Loan Party shall(a) The Company shall not, nor and shall it not cause or permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction involving aggregate consideration in excess or series of $10,000,000 82 -76- related transactions (including including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with with, or for the benefit of, any Affiliate of the Company (each such transaction, an "Affiliate Transaction") or of any such holder other than (x) Affiliate Transactions permitted under paragraph (b) below and (y) Affiliate Transactions on terms that are no less favorable to than those that might reasonably have been obtained in a comparable transaction at such time on an arm's-length basis from a Person that is not an Affiliate of the Company or such Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions that are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1,000,000 and less than $2,500,000 shall be approved by the Board of Directors of the Company or such Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Company or any Subsidiary of the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) other than those any Permitted Affiliate Transactions that might be obtained at involve an aggregate fair market value of more than $2,500,000, the time Company or such Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Subsidiary, as the case may be, from a Person who is not such a holder or Affiliate; providedfinancial point of view, from an Independent Financial Advisor and file the same with the Agent. (b) The foregoing restriction shall not apply to the following "Permitted Affiliate Transactions": (ai) any transaction exclusively between the Company and any of its Wholly-Owned Subsidiaries or among Subsidiaries exclusively between any of the Company; 's Wholly-Owned Subsidiaries to the extent any are consistent with past practice and are otherwise in compliance with all of the terms of this Agreement, (bii) reasonable and customary fees paid to members of the Board of Directors (or similar governing body) of the Company and its Subsidiaries; (c) compensation or fees to, or the provision of benefits for officers, consultants and former consultants, directors and employees of the Company and its Subsidiaries entered into in the ordinary course of business (including, without limitation, loans and advances permitted under Section 7.06(i)); (d) transactions or arrangements described in Schedule 7.10 or any renewals or extensions of any such agreements (so long as such renewals or extensions are not less favorable in any material respect to the Company or its Subsidiaries); (e) (i) any transactions between a Loan Party and any Person that is an Affiliate solely because a director of such Person is also a director of a Loan Party, so long as such director abstains from voting as a director of such Loan Party in any matter involving such Person and (ii) any transactions with a Person that is an Affiliate of the Company (other than a Subsidiary) solely because the Company or any Subsidiary owns Equity Interests in such Person; (f) Restricted Junior Payments permitted to be made under Section 7.04; (g) transactions with consultants, customers, clients, suppliers, lessees 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; (h) transactions effected as a part of a Qualified Receivables Transaction and any Permitted Refinancing thereof; (i) Investments permitted under Sections 7.06(c), (o), and (p); (j) the issuances of Equity Interests or other securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by a majority of the Board of Directors of the Company or majority of disinterested members of the Board of Directors or any direct or indirect parent company of a Subsidiary of the Company, as appropriate, in good faith; (k) any employment or consulting agreement, incentive agreement, employee benefit plan, severance agreement, stock option or stock ownership plan, or any similar arrangement entered into by the Company or any of its Subsidiaries in the ordinary course of business approved by the Board of Directors of the Companyand (iii) reasonable and customary fees and compensation paid to, and paymentsindemnity provided on behalf of, awardsofficers, grants directors or issuances of Capital Stock or other securities pursuant thereto; (l) any transaction with a Person in its capacity as a holder of Indebtedness or Equity Interests of the Company or any of its Subsidiaries where such Person is treated no more favorably than the other holders of Indebtedness or Equity Interests employees of the Company or any of its Subsidiaries, (m) entering into, making payments pursuant to and otherwise performing an indemnification and contribution agreement in favor as determined by the Board of any Person and each Person who is or becomes a director, officer, agent or employee Directors of the Company or any such Subsidiary or the senior management thereof in good faith, including, without limitation, issuances of its Subsidiariesstock, payment of bonuses and other transactions pursuant to employment or compensation agreements, stock option agreements, 83 -77- indemnification agreements and other arrangements in respect of liabilities (i) arising under effect on the Securities Act, the Exchange Act and any other applicable securities laws Closing Date or otherwise, in connection with any offering of securities by the Company, (ii) incurred to third parties for any action or failure to act of the Company or any of its Subsidiaries, predecessors or successors, (iii) arising out of the fact that any indemnitee was or is a director, officer, agent or employee of the Company or any of its Subsidiaries, or is or was serving at the request of any such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise or (iv) to the fullest extent permitted by Delaware or other applicable state law, arising out of any breach or alleged breach by such indemnitee of his or her fiduciary duty as a director or officer of the Company or any of its Subsidiaries and (n) any transaction to effect and/or in furtherance of the Reorganization. For purposes of this Section 7.10, any transaction with any Affiliate shall be deemed to have satisfied the standard set forth in the first sentence hereof if such transaction shall be approved (in form and substance reasonably satisfactory to the Administrative Agent) by a nationally recognized expert with expertise in appraising the terms and conditions of the type of transaction for which approval is required (for the avoidance of doubt, however, no such approval shall be required)substantially similar thereto.

Transactions with Shareholders and Affiliates. No Loan Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction involving aggregate consideration in excess of $10,000,000 (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company Borrower or of any such holder on terms that are less favorable to the Company Borrower or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; provided, provided that the foregoing restriction shall not apply to (a) any transaction between the Company and any of its Subsidiaries or among Subsidiaries of (x) the CompanyBorrower and/or one or more Subsidiary Guarantors or (y) one or more Foreign Subsidiaries; (b) reasonable and customary fees paid to members of the Board board of Directors directors (or similar governing body) of the Company Holdings and its Subsidiaries; (c) compensation or fees to, or the provision of benefits arrangements (including severance) for officers, consultants officers and former consultants, directors and other employees of the Company Holdings and its Subsidiaries entered into in the ordinary course of business (including, without limitation, loans and advances permitted under Section 7.06(i))115 business; (d) transactions or arrangements described permitted in Schedule 7.10 or any renewals or extensions of any such agreements Sections 6.01(o) and 6.05(b), (so long as such renewals or extensions are not less favorable in any material respect to the Company or its Subsidiariesc) and (d); (e) (i) any transactions between a Loan Party and any Person that is an Affiliate solely because a director of such Person is also a director of a Loan Party, so long as such director abstains from voting as a director of such Loan Party in any matter involving such Person and (ii) any transactions with a Person that is an Affiliate of the Company (other than a Subsidiary) solely because the Company or any Subsidiary owns Equity Interests in such Persontransaction described on Schedule 6.11; (f) Restricted Junior Payments permitted to be made under Section 7.04; (g) commercial transactions with consultants, customers, clients, suppliers, lessees between or purchasers among the Borrower and/or one or sellers of goods or services, in each case more Subsidiaries in the ordinary course of business and otherwise in compliance consistent with past practices; (g) the terms payment of this Agreement; fees and expenses relating to the Transaction, including Transaction Expenses, (h) transactions effected as a part of a Qualified Receivables Transaction and any Permitted Refinancing thereof; payments due pursuant to the Management Agreement, (i) Investments equity issuances, repurchases, retirements or other acquisitions or retirements of Capital Stock of Holdings permitted under Sections 7.06(c)Section 6.05, (o), and (p); (j) loans and other transactions by the issuances of Equity Interests or other securities or other paymentsLoan Parties to the extent permitted under this Article 6, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by a majority of the Board of Directors of the Company or majority of disinterested members of the Board of Directors or any direct or indirect parent company of a Subsidiary of the Company, as appropriate, in good faith; (k) any employment or consulting agreementthe payment of customary fees, incentive agreementcompensation, employee benefit planand reasonable out of pocket costs to, severance agreementand indemnities provided on behalf of, stock option or stock ownership plandirectors, or any similar arrangement entered into by officers and employees of the Company or any of its Subsidiaries Loan Parties in the ordinary course of business approved by to the Board of Directors extent attributable to the ownership or operation of the CompanyLoan Parties, and payments, awards, grants or issuances of Capital Stock or other securities pursuant thereto; (l) any transaction with a Person in its capacity as a holder of Indebtedness or Equity Interests of the Company or any of its Subsidiaries where such Person is treated no more favorably than the other holders of Indebtedness or Equity Interests of the Company or any of its Subsidiariesdividends, (m) entering into, making payments pursuant to redemptions and otherwise performing an indemnification and contribution agreement in favor of any Person and each Person who is or becomes a director, officer, agent or employee of the Company or any of its Subsidiaries, in respect of liabilities (i) arising repurchases permitted under the Securities Act, the Exchange Act and any other applicable securities laws or otherwise, in connection with any offering of securities by the Company, (ii) incurred to third parties for any action or failure to act of the Company or any of its Subsidiaries, predecessors or successors, (iii) arising out of the fact that any indemnitee was or is a director, officer, agent or employee of the Company or any of its Subsidiaries, or is or was serving at the request of any such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise or (iv) to the fullest extent permitted by Delaware or other applicable state law, arising out of any breach or alleged breach by such indemnitee of his or her fiduciary duty as a director or officer of the Company or any of its Subsidiaries and (n) any transaction to effect and/or in furtherance of the Reorganization. For purposes of this Section 7.10, any transaction with any Affiliate shall be deemed to have satisfied the standard set forth in the first sentence hereof if such transaction shall be approved (in form and substance reasonably satisfactory to the Administrative Agent) by a nationally recognized expert with expertise in appraising the terms and conditions of the type of transaction for which approval is required (for the avoidance of doubt, however, no such approval shall be required)6.05.

Transactions with Shareholders and Affiliates. No Loan Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction involving aggregate consideration in excess of $10,000,000 (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company Holdings on terms that are less favorable to the Company Holdings or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between or among Holdings (subject to the Company restrictions contained in Section 6.13), Borrower and any of its Subsidiaries or among Subsidiaries of the CompanyGuarantor Subsidiary; (b) reasonable and customary fees paid to members of the Board board of Directors directors (or similar governing body) of the Company Holdings and its Subsidiaries; (c) compensation or fees to, or the provision of benefits arrangements for officers, consultants officers and former consultants, directors and other employees of the Company Holdings and its Subsidiaries entered into in the ordinary course of business (including, without limitation, loans and advances permitted under Section 7.06(i))business; (d) transactions or arrangements described in Schedule 7.10 or any renewals or extensions of any such agreements (so long as such renewals or extensions are not less favorable in any material respect to the Company or its Subsidiaries)6.11; (e) (i) any transactions between a Loan Party contemplated by the applicable Restructuring Documentation, the Parent Holding Company Formation Transaction and any Person that is an Affiliate solely because a director of such Person is also a director of a Loan Party, so long as such director abstains from voting as a director of such Loan Party in any matter involving such Person and (ii) any transactions with a Person that is an Affiliate of the Company (other than a Subsidiary) solely because the Company or any Subsidiary owns Equity Interests in such PersonHoldings Merger; (f) Restricted Junior Payments permitted pursuant to be made under Section 7.04Sections 6.4(c) and (e); (g) transactions with consultants, customers, clients, suppliers, lessees or purchasers or sellers the performance of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement; (h) transactions effected as a part of a Qualified Receivables Transaction and any Permitted Refinancing thereof; (i) Investments permitted under Sections 7.06(c), (o), and (p); (j) the issuances of Equity Interests or other securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by a majority of the Board of Directors of the Company or majority of disinterested members of the Board of Directors Holding’s or any direct or indirect parent company of a Subsidiary of the Company, as appropriate, in good faith; (k) Subsidiary’s obligations under any employment or consulting agreementcontract, incentive collective bargaining agreement, employee benefit plan, severance agreement, stock option or stock ownership plan, related trust agreement or any other similar arrangement heretofore or hereafter entered into by the Company or any of its Subsidiaries in the ordinary course of business approved by business; (h) the Board maintenance of Directors of the Companybenefit programs or arrangements for employees, officers or directors, including, without limitation, vacation plans, health and life insurance plans, deferred compensation plans, and payments, awards, grants retirement or issuances of Capital Stock or other securities pursuant thereto; (l) any transaction with a Person in its capacity as a holder of Indebtedness or Equity Interests of the Company or any of its Subsidiaries where such Person is treated no more favorably than the other holders of Indebtedness or Equity Interests of the Company or any of its Subsidiaries, (m) entering into, making payments pursuant to savings plans and otherwise performing an indemnification and contribution agreement in favor of any Person and each Person who is or becomes a director, officer, agent or employee of the Company or any of its Subsidiariessimilar plans, in respect each case, in the ordinary course of liabilities business; (i) arising under the Securities Act, the Exchange Act and any other applicable securities laws or otherwise, in connection with any offering Management Agreement; provided that payment of securities by the Company, (ii) incurred to third parties for any action or failure to act of the Company or any of its Subsidiaries, predecessors or successors, (iii) arising out of the fact that any indemnitee was or is a director, officer, agent or employee of the Company or any of its Subsidiaries, or is or was serving at the request of any such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise or (iv) management fees thereunder shall be subject to the fullest extent permitted by Delaware or other applicable state law, arising out provisions of any breach or alleged breach by such indemnitee of his or her fiduciary duty as a director or officer of the Company or any of its Subsidiaries Section 6.4; and (nj) any transaction to effect and/or in furtherance of the Reorganization. For purposes of this Section 7.10, any transaction with any Affiliate shall be deemed to have satisfied the standard set forth in the first sentence hereof if such transaction shall be approved (in form and substance reasonably satisfactory to the Administrative Agent) by a nationally recognized expert with expertise in appraising the terms and conditions of the type of transaction for which approval is required (for the avoidance of doubt, however, no such approval shall be required)transactions solely between Foreign Subsidiaries.

Transactions with Shareholders and Affiliates. No Loan Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction involving aggregate consideration in excess of $10,000,000 (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of Capital Stock of Company or any of its Subsidiaries or with any Affiliate of the Company or of any such holder, on terms that are less favorable to the Company or that Subsidiary, as the case may be, than those that might reasonably be obtained at the time from a Person who is not such a holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between the Company and any of its Subsidiaries or among Subsidiaries of the CompanyGuarantor; (b) reasonable and customary fees paid to members of the Board board of Directors directors (or similar governing body) of the Company and its Subsidiaries; (c) compensation or fees to, or the provision of benefits arrangements for officers, consultants officers and former consultants, directors and other employees of the Company and its Subsidiaries entered into in the ordinary course of business (including, without limitation, loans business; and advances permitted under Section 7.06(i)); (d) transactions or arrangements described in Schedule 7.10 6.12 (including pursuant to any amendment to any documentation governing any transaction disclosed on Schedule 6.12 or any renewals or extensions of any such agreements (replacement thereof so long as such renewals amendment or extensions are replacement is not less favorable more disadvantageous to the Lenders, as determined in good faith by the senior management of Company or such Subsidiary, in any material respect to when considered as a whole than the Company or its Subsidiariestransaction as in effect on the Closing Date); (e) the performance of obligations under any employment contract, collective bargaining agreement, employee benefit plan or similar arrangement approved by the board of directors (or similar governing body) of Company or such Subsidiary, (f) the payment of Restricted Junior Payments to the extent permitted by Section 6.5 and the making of Investments to the extent permitted by Sections 6.7 and 6.9; (g) loans or advances to officers, directors and employees of Company or any Subsidiary to the extent permitted hereby; (h) any transactions arising out of the Univision or TeleFutura Affiliation Agreements; or (i) any transactions between a Loan Party and any Person that is an Affiliate solely because a director purchase, sale or exchange by Univision of such Person is also a director of a Loan Party, so long as such director abstains from voting as a director of such Loan Party in any matter involving such Person and (ii) any transactions with a Person that is an Affiliate of the Company (other than a Subsidiary) solely because the Company or any Subsidiary owns Equity Interests in such Person; (f) Restricted Junior Payments permitted to be made under Section 7.04; (g) transactions with consultants, customers, clients, suppliers, lessees 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; (h) transactions effected as a part of a Qualified Receivables Transaction and any Permitted Refinancing thereof; (i) Investments permitted under Sections 7.06(c), (o), and (p); (j) the issuances of Equity Interests or other securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by a majority of the Board of Directors of the Company or majority of disinterested members of the Board of Directors or any direct or indirect parent company of a Subsidiary of the Company, as appropriate, in good faith; (k) any employment or consulting agreement, incentive agreement, employee benefit plan, severance agreement, stock option or stock ownership plan, or any similar arrangement entered into by the Company or any of its Subsidiaries in the ordinary course of business approved by the Board of Directors of the Company, and payments, awards, grants or issuances of ’s Capital Stock or other securities pursuant thereto; (l) any transaction with a Person in its capacity as a holder of Indebtedness or Equity Interests of the Company or any of its Subsidiaries where such Person is treated no more favorably than the other holders of Indebtedness or Equity Interests of the Company or any of its Subsidiaries, (m) entering into, making payments pursuant to and otherwise performing an indemnification and contribution agreement in favor of any Person and each Person who is or becomes a director, officer, agent or employee of the Company or any of its Subsidiaries, in respect of liabilities (i) arising under the Securities Act, the Exchange Act and any other applicable securities laws or otherwise, in connection with any offering of securities by the Company, (ii) incurred to third parties for any action or failure to act of the Company or any of its Subsidiaries, predecessors or successors, (iii) arising out of the fact that any indemnitee was or is a director, officer, agent or employee of the Company or any of its Subsidiaries, or is or was serving at the request of any such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise or (iv) to the fullest extent permitted by Delaware or other applicable state law, arising out of any breach or alleged breach by such indemnitee of his or her fiduciary duty as a director or officer of the Company or any of its Subsidiaries and (n) any transaction to effect and/or in furtherance of the Reorganization. For purposes of this Section 7.10, any transaction with any Affiliate shall be deemed to have satisfied the standard set forth in the first sentence hereof if such transaction shall be approved (in form and substance reasonably satisfactory to the Administrative Agent) by a nationally recognized expert with expertise in appraising the terms and conditions of the type of transaction for which approval is required (for the avoidance of doubt, however, no such approval shall be required)Stock.

Transactions with Shareholders and Affiliates. No Loan Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction involving aggregate consideration in excess of $10,000,000 (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 10% or more of any class of Capital Stock of Company or any of its Subsidiaries or with any Affiliate of Company or of any such holder; provided, however, that the Company on Loan Parties and their Subsidiaries may enter into or permit to exist any such transaction if Required Lenders have consented thereto in writing prior to the consummation thereof and the terms that of such transaction are not less favorable to the Company or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; providedfurther, provided that the foregoing restriction restrictions shall not apply to any of the following: (a) any transaction between among the Company and any of its Subsidiaries or among Subsidiaries of the Company; Loan Parties; (b) reimbursement of reasonable and customary out-of-pocket expenses and payment of reasonable and customary fees paid to members of the Board of Directors (or similar governing body) of the Company and its Subsidiaries; ; (c) compensation or fees to, or the provision of benefits arrangements for officers, consultants officers and former consultants, directors and other employees of the Company and its Subsidiaries entered into in the ordinary course of business (including, without limitation, loans and advances permitted under Section 7.06(i)); business; (d) transactions or arrangements described in Schedule 7.10 or 6.12; (e) any renewals or extensions of transaction solely between Foreign Subsidiaries; (f) any such agreements transaction approved by the Required Lenders in connection with an Approved Acquisition; and (g) so long as such renewals no Default or extensions are not less favorable in any material respect Event of Default has occurred and is continuing or would result therefrom, out-of-pocket costs and expenses due to the Permitted Holders under the Xxxxx Agreement (as in effect on the Closing Date). Company shall disclose in writing each transaction with any holder of 10% or its Subsidiaries); (e) (i) more of any transactions between a Loan Party and any Person that is an Affiliate solely because a director class of such Person is also a director Capital Stock of a Loan Party, so long as such director abstains from voting as a director of such Loan Party in any matter involving such Person and (ii) any transactions with a Person that is an Affiliate of the Company (other than a Subsidiary) solely because the Company or any Subsidiary owns Equity Interests in such Person; (f) Restricted Junior Payments permitted to be made under Section 7.04; (g) transactions with consultants, customers, clients, suppliers, lessees 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; (h) transactions effected as a part of a Qualified Receivables Transaction and any Permitted Refinancing thereof; (i) Investments permitted under Sections 7.06(c), (o), and (p); (j) the issuances of Equity Interests or other securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by a majority of the Board of Directors of the Company or majority of disinterested members of the Board of Directors or any direct or indirect parent company of a Subsidiary of the Company, as appropriate, in good faith; (k) any employment or consulting agreement, incentive agreement, employee benefit plan, severance agreement, stock option or stock ownership plan, or any similar arrangement entered into by the Company or any of its Subsidiaries in the ordinary course or with any Affiliate of business approved by the Board of Directors of the Company, and payments, awards, grants or issuances of Capital Stock or other securities pursuant thereto; (l) any transaction with a Person in its capacity as a holder of Indebtedness or Equity Interests of the Company or any of its Subsidiaries where such Person is treated no more favorably than the other holders of Indebtedness or Equity Interests of the Company or any of its Subsidiaries, (m) entering into, making payments pursuant to and otherwise performing an indemnification and contribution agreement in favor of any Person and each Person who is or becomes a director, officer, agent or employee of the Company or any of its Subsidiaries, in respect of liabilities (i) arising under the Securities Act, the Exchange Act and any other applicable securities laws or otherwise, in connection with any offering of securities by the Company, (ii) incurred to third parties for any action or failure to act of the Company or any of its Subsidiaries, predecessors or successors, (iii) arising out of the fact that any indemnitee was or is a director, officer, agent or employee of the Company or any of its Subsidiaries, or is or was serving at the request of any such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise or (iv) holder to the fullest extent permitted by Delaware or other applicable state law, arising out of any breach or alleged breach by such indemnitee of his or her fiduciary duty as a director or officer of the Company or any of its Subsidiaries and (n) any transaction to effect and/or in furtherance of the Reorganization. For purposes of this Section 7.10, any transaction with any Affiliate shall be deemed to have satisfied the standard set forth in the first sentence hereof if such transaction shall be approved (in form and substance reasonably satisfactory to the Administrative Collateral Agent) by a nationally recognized expert with expertise in appraising the terms and conditions of the type of transaction for which approval is required (for the avoidance of doubt, however, no such approval shall be required).

Transactions with Shareholders and Affiliates. No Loan Party shallThe Sponsor shall not, nor and shall it not permit any of its Subsidiaries subsidiaries to, directly or indirectly, enter into or permit to exist any transaction involving aggregate consideration in excess of $10,000,000 (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company Sponsor that is not the Sponsor or a subsidiary of the Sponsor, except that the Sponsor and its subsidiaries may enter into and permit to exist: (1) any transaction as and to the extent permitted under the Hong Kong Listing Rules; (2) transactions that are on terms that are not less favorable to the Company Sponsor or that Subsidiary, as any subsidiary of the case may be, Sponsor than those that might be obtained at the time from a Person Persons who is are not such a holder or an Affiliate; provided, the foregoing restriction shall not apply to ; (a3) any transaction between employment, compensation, indemnification, noncompetition or confidentiality agreement or arrangement entered into by the Company and Sponsor or any of its Subsidiaries subsidiaries with its employees or among Subsidiaries of the Company; (b) customary fees paid to members of the Board of Directors (or similar governing body) of the Company and its Subsidiaries; (c) compensation or fees to, or the provision of benefits for officers, consultants and former consultants, directors and employees of the Company and its Subsidiaries entered into in the ordinary course of business or as approved by a majority of the members of the board of directors of the Sponsor or such subsidiary in its reasonable determination; (including4) licenses and other agreements with Downstream JVs and Upstream JVs; (5) Investments permitted by Section 2.03(c), without limitationguaranties, loans Other Obligations permitted by Section 2.03(a) and advances Restricted Payments permitted under by Section 7.06(i2.03(d)); ; (d6) transactions or arrangements described in Schedule 7.10 or license agreements with any renewals or extensions of any such agreements (so long as such renewals or extensions are not less favorable in any material respect to the Company or its Subsidiaries); (e) (i) any transactions between a Loan Party and any Person that is an Affiliate solely because a director of such Person is also a director of a Loan Party, so long as such director abstains from voting as a director of such Loan Party in any matter involving such Person and (ii) any transactions with a Person that is an Affiliate of the Company Sponsor; (other than a Subsidiary) solely because the Company or any Subsidiary owns Equity Interests in such Person; (f) Restricted Junior Payments permitted to be made under Section 7.04; (g7) transactions with consultantspermitted by subsection 2.03(e); (8) any trademark license between SCL IP Holdings, customersLLC, clients, suppliers, lessees the Parent and/or any of its subsidiaries and the transactions contemplated thereby; (9) purchase of materials or purchasers or sellers of goods or services, in each case services from a joint venture by the Sponsor in the ordinary course of business on arm’s length terms; (10) shared services arrangements and/or agreements among the Sponsor and otherwise any of its Affiliates, so long as the liabilities and obligations of the Sponsor thereunder are on commercially reasonable terms; (11) the Shared Services Agreement, as in compliance effect on the Closing Date or as amended, supplemented or modified pursuant to subsection 7.13 or 7.17 of the Credit Agreement; (12) transactions under or pursuant to the Project Documents and the Loan Documents; (13) Shareholder Subordinated Indebtedness; (14) issuances of Securities; (15) transactions set forth on Schedule 2.03(g); (16) the Deed of Non-Compete Undertaking between Sponsor and Las Vegas Sands Corp., dated November 8, 2009; (17) usufruct agreements entered into as necessary to comply with any Legal Requirements and any other transactions contemplated thereby; and (18) this Agreement and the Guaranty and the transactions contemplated thereby. Notwithstanding the foregoing provisions of this Section 2.03(g), (a) the VOL Group may engage in transactions with shareholders and Affiliates in accordance with the terms of this Agreement; (h) transactions effected as a part of a Qualified Receivables Transaction and any Permitted Refinancing thereof; (i) Investments permitted under Sections 7.06(c), (o), the Credit Agreement and (p); (jb) the issuances of Equity Interests or other securities or other payments, awards or grants VML Group may engage in cash, securities or otherwise pursuant to, or transactions with shareholders and Affiliates in accordance with the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by a majority terms of the Board of Directors of the Company or majority of disinterested members of the Board of Directors or any direct or indirect parent company of a Subsidiary of the Company, as appropriate, in good faith; (k) any employment or consulting agreement, incentive agreement, employee benefit plan, severance agreement, stock option or stock ownership plan, or any similar arrangement entered into by the Company or any of its Subsidiaries in the ordinary course of business approved by the Board of Directors of the Company, and payments, awards, grants or issuances of Capital Stock or other securities pursuant thereto; (l) any transaction with a Person in its capacity as a holder of Indebtedness or Equity Interests of the Company or any of its Subsidiaries where such Person is treated no more favorably than the other holders of Indebtedness or Equity Interests of the Company or any of its Subsidiaries, (m) entering into, making payments pursuant to and otherwise performing an indemnification and contribution agreement in favor of any Person and each Person who is or becomes a director, officer, agent or employee of the Company or any of its Subsidiaries, in respect of liabilities (i) arising under the Securities Act, the Exchange Act and any other applicable securities laws or otherwise, in connection with any offering of securities by the Company, (ii) incurred to third parties for any action or failure to act of the Company or any of its Subsidiaries, predecessors or successors, (iii) arising out of the fact that any indemnitee was or is a director, officer, agent or employee of the Company or any of its Subsidiaries, or is or was serving at the request of any such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise or (iv) to the fullest extent permitted by Delaware or other applicable state law, arising out of any breach or alleged breach by such indemnitee of his or her fiduciary duty as a director or officer of the Company or any of its Subsidiaries and (n) any transaction to effect and/or in furtherance of the Reorganization. For purposes of this Section 7.10, any transaction with any Affiliate shall be deemed to have satisfied the standard set forth in the first sentence hereof if such transaction shall be approved (in form and substance reasonably satisfactory to the Administrative Agent) by a nationally recognized expert with expertise in appraising the terms and conditions of the type of transaction for which approval is required (for the avoidance of doubt, however, no such approval shall be required)VML Credit Agreement.

Transactions with Shareholders and Affiliates. No Loan Party Neither Company nor any Guarantor Subsidiary shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction involving aggregate consideration in excess of $10,000,000 (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company Affiliate, on terms that are less favorable to the Company or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or an Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between the Company and any of its Subsidiaries or among Subsidiaries of the CompanyGuarantor Subsidiary; (b) reasonable and customary fees paid to members of the Board board of Directors directors (or similar governing body) of the Company and its Subsidiaries; (c) compensation or fees to, or the provision of benefits arrangements for officers, consultants officers and former consultants, directors and other employees of the Company and its Subsidiaries entered into in the ordinary course of business (including, without limitation, loans and advances permitted under Section 7.06(i))business; (d) transactions or arrangements described payments (and other transactions) made in Schedule 7.10 or any renewals or extensions accordance with the terms of any such agreements (so long as such renewals or extensions are not less favorable in any material respect to the Company or its Subsidiaries)Holding Tax Sharing Agreement, and the Corporate Services Reimbursement Agreement; (e) (i) any transactions between a Loan Party and any Person that is an Affiliate solely because a director of such Person is also a director of a Loan Party, so long as such director abstains from voting as a director of such Loan Party in any matter involving such Person and (ii) any transactions with a Person that is an Affiliate of the Company (other than a Subsidiary) solely because the Company or any Subsidiary owns Equity Interests in such PersonRights Offering; (f) Restricted Junior Payments permitted to be made under Section 7.04the Put-Related Equity Offering; (g) transactions with consultants, customers, clients, suppliers, lessees or purchasers or sellers of goods or services, described in each case in the ordinary course of business and otherwise in compliance with the terms of this AgreementSchedule 6.12; (h) transactions effected as a part of a Qualified Receivables Transaction the Foreign Subsidiary restructuring identified on Schedule 6.9-B and any Permitted Refinancing thereof; Indebtedness, Investments, dispositions of assets and other transactions permitted hereunder among Company and its Subsidiaries or among Subsidiaries of Company and (i) Investments permitted under Sections 7.06(c), (o), reasonable and (p); (j) customary indemnifications and insurance arrangements for the issuances benefit of Equity Interests Persons that are officers or other securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by a majority of the Board of Directors of the Company or majority of disinterested members of the Board boards of Directors directors (or any direct or indirect parent company similar governing bodies) of a Subsidiary of the Company, as appropriate, in good faith; (k) any employment or consulting agreement, incentive agreement, employee benefit plan, severance agreement, stock option or stock ownership plan, or any similar arrangement entered into by the Company or any of its Subsidiaries in the ordinary course of business approved by the Board of Directors of the Company, and payments, awards, grants or issuances of Capital Stock or other securities pursuant thereto; (l) any transaction with a Person in its capacity as a holder of Indebtedness or Equity Interests of the Company or any of its Subsidiaries where such Person is treated no more favorably than the other holders of Indebtedness or Equity Interests of the Company or any of its Subsidiaries, (m) entering whether such Persons are current or former officers or members at the time such indemnifications or arrangements are entered into, making payments pursuant provided that such indemnifications and arrangements are entered into at arms’ length and on terms that are no less favorable to and otherwise performing an indemnification and contribution agreement in favor of any Person and each Person who is or becomes a director, officer, agent or employee of the Company or any of its Subsidiariesthat Subsidiary, in respect of liabilities (i) arising under as the Securities Actcase may be, the Exchange Act and any other applicable securities laws or otherwise, in connection with any offering of securities by the Company, (ii) incurred to third parties for any action or failure to act of the Company or any of its Subsidiaries, predecessors or successors, (iii) arising out of the fact than those that any indemnitee was or is a director, officer, agent or employee of the Company or any of its Subsidiaries, or is or was serving would have been obtained at the request of any such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise or (iv) to the fullest extent permitted by Delaware or other applicable state law, arising out of any breach or alleged breach by such indemnitee of his or her fiduciary duty as a director or officer of the Company or any of its Subsidiaries and (n) any transaction to effect and/or in furtherance of the Reorganization. For purposes of this Section 7.10, any transaction with any Affiliate shall be deemed to have satisfied the standard set forth in the first sentence hereof if such transaction shall be approved (in form and substance reasonably satisfactory to the Administrative Agent) by a nationally recognized expert with expertise in appraising the terms and conditions of the type of transaction for which approval is required (for the avoidance of doubt, however, no such approval shall be required)relevant time from Persons who are not Affiliates.

Transactions with Shareholders and Affiliates. No Loan Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction involving aggregate consideration in excess of $10,000,000 5,000,000 (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company Borrower on terms that are less favorable to the Company Borrower or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between the Company Borrower and any of its Subsidiaries or among Subsidiaries of the CompanyBorrower; (b) customary fees paid to members of the Board board of Directors directors (or similar governing body) of the Company Borrower and its Subsidiaries; (c) compensation or fees to, or the provision of benefits for officers, consultants and former consultants, directors and employees of the Company Borrower and its Subsidiaries entered into in the ordinary course of business (including, without limitation, loans and advances permitted under Section 7.06(i6.06(i)); (d) transactions or arrangements described in Schedule 7.10 6.10 or any renewals or extensions of any such agreements (so long as such renewals or extensions are not less favorable in any material respect to the Company Borrower or its Subsidiaries); (e) (i) any transactions between a Loan Credit Party and any Person that is an Affiliate solely because a director of such Person is also a director of a Loan Credit Party, so long as such director abstains from voting as a director of such Loan Credit Party in any matter involving such Person and (ii) any transactions with a Person that is an Affiliate of the Company (other than a Subsidiary) solely because the Company or any Subsidiary owns Equity Interests in such Person; (f) Restricted Junior Payments permitted to be made under Section 7.046.04; (g) transactions with consultants, customers, clients, suppliers, lessees 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; (h) transactions effected as a part of a Qualified Receivables Transaction and any Permitted Refinancing thereof; (i) Investments permitted under Sections 7.06(c6.06(c), (o), (p) and (pt); (j) the issuances of Equity Interests or other securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by a majority of the Board of Directors of the Company Borrower or majority of disinterested members of the Board of Directors or any direct or indirect parent company of a Subsidiary of the CompanyBorrower, as appropriate, in good faith; (k) any employment or consulting agreement, incentive agreement, employee benefit plan, severance agreement, stock option or stock ownership plan, or any similar arrangement entered into by the Company Borrower or any of its Subsidiaries in the ordinary course of business approved by the Board of Directors of the CompanyBorrower, and payments, awards, grants or issuances of Capital Stock or other securities pursuant thereto; of any case or proceeding referred to in clause (la) above (or, if interest on any transaction with a Person in its capacity as a holder of Indebtedness or Equity Interests portion of the Company or any Guaranteed Obligations ceases to accrue by operation of its Subsidiaries where such Person is treated no more favorably than the other holders of Indebtedness or Equity Interests law by reason of the Company commencement of such case or proceeding, such interest as would have accrued on such portion of the Guaranteed Obligations if such case or proceeding had not been commenced) shall be included in the Guaranteed Obligations because it is the intention of Guarantors and Beneficiaries that the Guaranteed Obligations which are guaranteed by Guarantors pursuant hereto should be determined without regard to any rule of its Subsidiaries, (m) entering into, making payments pursuant to and otherwise performing an indemnification and contribution agreement in favor law or order which may relieve the Borrower of any portion of such Guaranteed Obligations. Guarantors will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or similar Person and each Person who is or becomes a director, officer, agent or employee of the Company or any of its Subsidiaries, in respect of liabilities (i) arising under the Securities Act, the Exchange Act and any other applicable securities laws or otherwise, in connection with any offering of securities by the Company, (ii) incurred to third parties for any action or failure to act of the Company or any of its Subsidiaries, predecessors or successors, (iii) arising out of the fact that any indemnitee was or is a director, officer, agent or employee of the Company or any of its Subsidiaries, or is or was serving at the request of any such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise or (iv) to the fullest extent permitted by Delaware or other applicable state law, arising out of any breach or alleged breach by such indemnitee of his or her fiduciary duty as a director or officer of the Company or any of its Subsidiaries and (n) any transaction to effect and/or in furtherance of the Reorganization. For purposes of this Section 7.10, any transaction with any Affiliate shall be deemed to have satisfied the standard set forth in the first sentence hereof if such transaction shall be approved (in form and substance reasonably satisfactory to pay the Administrative Agent) by a nationally recognized expert with expertise in appraising , or allow the terms and conditions claim of the type of transaction for Administrative Agent in respect of, any such interest accruing after the date on which approval such case or proceeding is required (for the avoidance of doubt, however, no such approval shall be required)commenced.

Transactions with Shareholders and Affiliates. No Loan Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction involving aggregate consideration in excess of $10,000,000 (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of Capital Stock of Holdings or any of its Subsidiaries or with any Affiliate of Holdings or of any such holder; provided, however, that the Company on Credit Parties and their Subsidiaries may enter into or permit to exist any such transaction if both (i) in respect of any transaction involving (A) aggregate annual revenues or aggregate annual expenses (whichever is greater) in excess of $750,000, Administrative Agent has consented to such Transaction (such consent not to be unreasonably withheld, delayed or conditioned) and (B) aggregate annual revenues or aggregate annual expenses (whichever is greater) in excess of $375,000, Administrative Agent has received written notice of such transaction not less than ten (10) Business Days prior thereto, and (ii) the terms that of such transaction are not less favorable to the Company Holdings or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; provided, further, that the foregoing restriction restrictions shall not apply to (a) any transaction between the Company and any of its Subsidiaries or among Subsidiaries of the CompanyGuarantor; (b) reasonable and customary fees paid to members of the Board board of Directors directors (or similar governing body) of the Company Holdings and its Subsidiaries; (c) compensation or fees to, or the provision of benefits arrangements for officers, consultants officers and former consultants, directors and other employees of the Company Holdings and its Subsidiaries entered into in the ordinary course of business (including, without limitation, loans and advances permitted under Section 7.06(i))business; (d) transactions or arrangements described Qualified Equity Raises which result in Schedule 7.10 or any renewals or extensions net cash proceeds of any such agreements (so long as such renewals or extensions are not less favorable in any material respect up to the Company or its Subsidiaries)$485,000,000 contributed to Company; (e) (i) any transactions between a Loan Party the Closing Date Equity Transaction and any Person that is an Affiliate solely because a director of such Person is also a director of a Loan Party, so long as such director abstains from voting as a director of such Loan Party in any matter involving such Person and (ii) any transactions with a Person that is an Affiliate of the Company (other than a Subsidiary) solely because the Company or any Subsidiary owns Equity Interests in such PersonIPO Transaction; (f) Restricted Junior Payments permitted to be made under Section 7.04transactions described in Schedule 6.12; and (g) transactions described in clause (e) of Section 6.5. Company shall disclose in writing each transaction with consultants, customers, clients, suppliers, lessees any holder of 10% or purchasers or sellers more of goods or services, in each case in the ordinary course any class of business and otherwise in compliance with the terms Capital Stock of this Agreement; (h) transactions effected as a part of a Qualified Receivables Transaction and any Permitted Refinancing thereof; (i) Investments permitted under Sections 7.06(c), (o), and (p); (j) the issuances of Equity Interests or other securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by a majority of the Board of Directors of the Company or majority of disinterested members of the Board of Directors or any direct or indirect parent company of a Subsidiary of the Company, as appropriate, in good faith; (k) any employment or consulting agreement, incentive agreement, employee benefit plan, severance agreement, stock option or stock ownership plan, or any similar arrangement entered into by the Company Holdings or any of its Subsidiaries in the ordinary course of business approved by the Board of Directors of the Company, and payments, awards, grants or issuances of Capital Stock or other securities pursuant thereto; (l) any transaction with a Person in its capacity as a holder of Indebtedness or Equity Interests of the Company or any of its Subsidiaries where such Person is treated no more favorably than the other holders of Indebtedness or Equity Interests of the Company or any of its Subsidiaries, (m) entering into, making payments pursuant to and otherwise performing an indemnification and contribution agreement in favor of any Person and each Person who is or becomes a director, officer, agent or employee of the Company or any of its Subsidiaries, in respect of liabilities (i) arising under the Securities Act, the Exchange Act and any other applicable securities laws or otherwise, in connection with any offering Affiliate of securities by the Company, (ii) incurred to third parties for any action Holdings or failure to act of the Company or any of its Subsidiaries, predecessors or successors, (iii) arising out of the fact that any indemnitee was or is a director, officer, agent or employee of the Company or any of its Subsidiaries, or is or was serving at the request of any such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise or (iv) holder to the fullest extent permitted by Delaware or other applicable state law, arising out of any breach or alleged breach by such indemnitee of his or her fiduciary duty as a director or officer of the Company or any of its Subsidiaries and (n) any transaction to effect and/or in furtherance of the Reorganization. For purposes of this Section 7.10, any transaction with any Affiliate shall be deemed to have satisfied the standard set forth in the first sentence hereof if such transaction shall be approved (in form and substance reasonably satisfactory to the Administrative Agent, other than transactions described in clause (f) by a nationally recognized expert with expertise in appraising the terms and conditions of the type of transaction for which approval is required (for the avoidance of doubt, however, no such approval shall be required)Section 6.5.

Transactions with Shareholders and Affiliates. No Loan Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction involving aggregate consideration in excess of $10,000,000 (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company Holdings or any of its Subsidiaries, on terms that are less favorable to the Company such Credit Party or that Subsidiary, as the case may be, than those that might reasonably be obtained at the time from a Person who is not such a holder or an Affiliate; provided, provided the foregoing restriction shall not apply to (a) any transaction between the Company and any of its Subsidiaries or among Subsidiaries of the CompanyCompany and/or one or more Guarantor Subsidiaries; (b) reasonable and customary fees and reimbursements paid to members of the Board of Directors (or similar governing body) of the Company Holdings and its Subsidiaries; (c) compensation or fees to, or the provision of benefits 133 arrangements for officers, consultants and former consultants, directors and employees of the Company Holdings and its Subsidiaries entered into in the ordinary course of business (including, without limitation, loans and advances permitted under Section 7.06(i))business; (d) transactions or arrangements described in Schedule 7.10 or any renewals or extensions the payment of any such agreements (the closing fee on the Closing Date and, so long as such renewals or extensions are not less favorable in any material respect no Event of Default exists, management fees to Sponsors and their Affiliates pursuant to the Company or its Subsidiaries)Management Agreement; (e) Investments permitted by Section 6.7(d), (e), (f), (h), (i) any transactions between a Loan Party and any Person that is an Affiliate solely because a director of such Person is also a director of a Loan Party, so long as such director abstains from voting as a director of such Loan Party in any matter involving such Person and or (ii) any transactions with a Person that is an Affiliate of the Company (other than a Subsidiary) solely because the Company or any Subsidiary owns Equity Interests in such Personj); (f) Restricted Junior Payments permitted to be made under Section 7.04by Sections 6.5(b), (c), (d) and (e); (g) the transactions with consultants, customers, clients, suppliers, lessees or purchasers or sellers of goods or servicesset forth on Schedule 6.10 (and renewals and replacements thereof on terms, in each case in taken as a whole, not materially more disadvantageous to the ordinary course of business and otherwise in compliance with applicable Credit Party or Subsidiary, as the terms of this Agreementcase may be); (h) transactions effected as a part payments to Sponsors or any of a Qualified Receivables Transaction their respective Affiliates of reasonable expenses incurred in connection with services provided by such Persons to any of the Credit Parties or their Subsidiaries; and any Permitted Refinancing thereof; (i) Investments transactions permitted under Sections 7.06(cby Section 6.1(b), (o6.1(g), and (p6.9(a); (j, 6.9(b), 6.9(c) the issuances of Equity Interests or other securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by a majority of the Board of Directors of the Company or majority of disinterested members of the Board of Directors or any direct or indirect parent company of a Subsidiary of the Company, as appropriate, in good faith; (k) any employment or consulting agreement, incentive agreement, employee benefit plan, severance agreement, stock option or stock ownership plan, or any similar arrangement entered into by the Company or any of its Subsidiaries in the ordinary course of business approved by the Board of Directors of the Company, and payments, awards, grants or issuances of Capital Stock or other securities pursuant thereto; (l) any transaction with a Person in its capacity as a holder of Indebtedness or Equity Interests of the Company or any of its Subsidiaries where such Person is treated no more favorably than the other holders of Indebtedness or Equity Interests of the Company or any of its Subsidiaries, (m) entering into, making payments pursuant to and otherwise performing an indemnification and contribution agreement in favor of any Person and each Person who is or becomes a director, officer, agent or employee of the Company or any of its Subsidiaries, in respect of liabilities (i) arising under the Securities Act, the Exchange Act and any other applicable securities laws or otherwise, in connection with any offering of securities by the Company, (ii) incurred to third parties for any action or failure to act of the Company or any of its Subsidiaries, predecessors or successors, (iii) arising out of the fact that any indemnitee was or is a director, officer, agent or employee of the Company or any of its Subsidiaries, or is or was serving at the request of any such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise or (iv) to the fullest extent permitted by Delaware or other applicable state law, arising out of any breach or alleged breach by such indemnitee of his or her fiduciary duty as a director or officer of the Company or any of its Subsidiaries and (n) any transaction to effect and/or in furtherance of the Reorganization. For purposes of this Section 7.10, any transaction with any Affiliate shall be deemed to have satisfied the standard set forth in the first sentence hereof if such transaction shall be approved (in form and substance reasonably satisfactory to the Administrative Agent) by a nationally recognized expert with expertise in appraising the terms and conditions of the type of transaction for which approval is required (for the avoidance of doubt, however, no such approval shall be required6.9(d).

Transactions with Shareholders and Affiliates. No Loan Party shall, nor shall it permit any of its Borrower's Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction involving aggregate consideration in excess of $10,000,000 (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of Borrower or of any such holder; provided, that the Company on Loan Parties and Borrower's Subsidiaries may enter into or permit to exist any such transaction if both Administrative Agent has consented thereto in writing prior to the consummation thereof and the terms that of such transaction are not less favorable to the Company Borrower or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; further, provided, further, that the foregoing restriction restrictions shall not apply to any of the following: (a) any transaction between among the Company and any of its Subsidiaries or among Subsidiaries of the Company; Loan Parties expressly permitted hereunder; (b) reasonable and customary fees paid to members of the Board of Directors (or similar governing body) of the Company Borrower and its Subsidiaries; or any parent entity of Holdings to the extent such fee relates to the Loan Parties and their Subsidiaries; (c) compensation or fees to, or the provision of benefits arrangements for officers, consultants officers and former consultants, directors and other employees of the Company Borrower and its Subsidiaries or any parent entity of Holdings to the extent such compensation relates to the Loan Parties and their Subsidiaries entered into in the ordinary course of business (including, without limitation, loans and advances permitted under Section 7.06(i))business; (d) transactions or arrangements described in Schedule 7.10 or any renewals or extensions of any such agreements (so long as such renewals or extensions are not less favorable in any material respect to the Company or its Subsidiaries); (e) (i) any transactions transaction between a Loan Party and any Person that is an Affiliate solely because a director direct or indirect holder of such Person is also a director not more than 20% of a Loan Party, any class of Capital Stock of Borrower so long as (i) such director abstains from voting as transaction is between a director of such Loan Party in any matter involving such Person and (ii) any transactions with a Person that is federally regulated financial institution which occurs on an Affiliate of the Company (other than a Subsidiary) solely because the Company or any Subsidiary owns Equity Interests in such Person; (f) Restricted Junior Payments permitted to be made under Section 7.04; (g) transactions with consultants, customers, clients, suppliers, lessees or purchasers or sellers of goods or services, in each case arm's length basis in the ordinary course such Loan Party's business consistent with past practice, (ii) such transaction involves the ordinary course financial services provided by such financial institution to such Loan Party, excluding any loan or other form of business Indebtedness which is not Permitted Indebtedness, and (iii) such transaction is not otherwise in compliance with prohibited under the terms of this Agreement; and (hd) (e) transactions effected as a part of a Qualified Receivables Transaction and any Permitted Refinancing thereof; (i) Investments permitted under Sections 7.06(c), (o), and (p); (j) the issuances of Equity Interests or other securities or other payments, awards or grants described in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by a majority of the Board of Directors of the Company or majority of disinterested members of the Board of Directors or any direct or indirect parent company of a Subsidiary of the Company, as appropriate, in good faith; (k) any employment or consulting agreement, incentive agreement, employee benefit plan, severance agreement, stock option or stock ownership plan, or any similar arrangement entered into by the Company or any of its Subsidiaries in the ordinary course of business approved by the Board of Directors of the Company, and payments, awards, grants or issuances of Capital Stock or other securities pursuant thereto; (l) any transaction with a Person in its capacity as a holder of Indebtedness or Equity Interests of the Company or any of its Subsidiaries where such Person is treated no more favorably than the other holders of Indebtedness or Equity Interests of the Company or any of its Subsidiaries, (m) entering into, making payments pursuant to and otherwise performing an indemnification and contribution agreement in favor of any Person and each Person who is or becomes a director, officer, agent or employee of the Company or any of its Subsidiaries, in respect of liabilities (i) arising under the Securities Act, the Exchange Act and any other applicable securities laws or otherwise, in connection with any offering of securities by the Company, (ii) incurred to third parties for any action or failure to act of the Company or any of its Subsidiaries, predecessors or successors, (iii) arising out of the fact that any indemnitee was or is a director, officer, agent or employee of the Company or any of its Subsidiaries, or is or was serving at the request of any such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise or (iv) to the fullest extent permitted by Delaware or other applicable state law, arising out of any breach or alleged breach by such indemnitee of his or her fiduciary duty as a director or officer of the Company or any of its Subsidiaries and (n) any transaction to effect and/or in furtherance of the Reorganization. For purposes of this Section 7.10, any transaction with any Affiliate shall be deemed to have satisfied the standard set forth in the first sentence hereof if such transaction shall be approved (in form and substance reasonably satisfactory to the Administrative Agent) by a nationally recognized expert with expertise in appraising the terms and conditions of the type of transaction for which approval is required (for the avoidance of doubt, however, no such approval shall be required)Schedule 6.12.